The Chew Toy Revelations
by Tensor
Summary: Sheldon's reorganization of Penny's closet leads to Leonard and Penny discussing previous relationships and commitment issues. Set at and after the tag of 6x19. Possible reasoning for Leonard and, mostly, Penny's actions since late season 3. Rated T to M for random sexual references.
1. Chapter 1 The Party Ends

Chapter 1 The Party Ends

**A/N From Penny and Leonard's break-up in season three to mid-late season six there was a lot going on between and around the two, without knowing much of what Penny was thinking. This is an attempt to fill in her reasoning, somewhat explain her commitment phobia, and still stay within canon, mostly. **

**It is set at the end of "The Closet Reconfiguration" 6X19. **

**I have to thank SRAM and WeBuiltThePyramids for their critiques of the early chapters. An additional thanks goes to WeBuiltThePyramids for pointing out a possible ambiguity in Chapter 1. zhalen565 and .Molly looked at both the early chapters and additional chapters to this point. They were both very encouraging, after looking at the later chapters, and for that I'm quite thankful. **

**Penny's reaction is explained in more detail in chapter four. **

**Normal disclaimer: Someone else owns these characters, the characters own me. **

Penny ran to Sheldon, yelling "Party's over, Party's over" as she did so. She pushed him out the door, grabbing the bag and ripping it from Sheldon's hand. The rest of the gang swung their heads to the doorway, but couldn't see what was going on. All they heard was a door slamming.

Leonard had gotten up and walked out into the hallway. Sheldon was standing by the elevator, still looking at Penny's closed door. From the side Leonard could see an expression of puzzlement and anger on Sheldon's face. Leonard took a few steps until he was next to Sheldon, also looking at the closed door. He said, "What happened Sheldon?"

I don't understand." He said, turning to Leonard. "She grabbed the bag out of my hand and ran into her apartment. How am I supposed to finish her closet, Leonard? You go tell her to let me in so I can finish."

"Let it go, Sheldon." Leonard said, as he shook his head. "You finding that bag has probably embarrassed her."

"Why would she be embarrassed by a chew toy? Sheldon said, looking puzzled.

"I don't have time to explain it too you, I'm going to talk to Penny. Go ask Amy about her toothbrush, and let her explain it to you." Leonard said with a smirk.

Penny was sitting on her sofa with her back to the door. Trying to stop the sobs that that were escaping from her. She heard voices in the hall and recognized Leonard's voice. "No, I can't see him now." She thought while wiping away the tears as those old feelings and memories came back. "That stuff is far behind us. Why remember it now, when everything is going so well?" She heard a door slam, an attempt to turn the knob, and then a soft knock on her door.

"Penny, let me in" said Leonard.

She got control of herself. "Please, Leonard, not now," growled Penny.

"It's OK, Penny" Leonard said with encouragement. "Just let me in."

"Just leave me alone for now," she said with a touch of frustration.

"Come on Penny." Leonard said, now with a touch of annoyance. "I thought we were past this. We've been talking through the problems we've had. Let me in, talk to me."

Penny was about to yell at him to go away yet again, when Leonard's comment triggered the recent memories. They had been talking through their problems. After all this time, they weren't hiding the problems, but actually solving them.

Her mind snapped to the night they returned from their Valentine's Day dinner. After all the problems she caused, Leonard didn't even look at her walking up the stairs. Her goodnight only elicited a "Yep" from him as they reached the fourth floor. No kiss, no hug, he just went right to his door.

Penny knew she had acted horribly, when all Leonard wanted to do was give her a nice Valentine's Day. Leonard always walked her to her door, even if they had argued. He must have been really pissed about the way she acted.

Then he suddenly charged into her apartment. He was angry with her and complaining about her behavior and wanting to know why. On top of all that, he didn't just agree when she called herself a bitch, he actually call her a bitch.

This was the Leonard that had seem to grow since they started dating again. More confident, more in control. After she confessed that she was scared about marriage, his anger dropped away he became the Leonard she'd known for six years, but different. He was still sweet and showing his concern, but he wasn't hesitant and knew exactly what he wanted out of the whole situation.

There were no judgments or recriminations about it, once they started talking. They just talked and Leonard eased her worries about his proposals, by leaving it up to her.

"I have to talk to him. He would understand, he always has." She thought.

"H-H-old on," she stammered as she sniffled to catch her breath. "I'll unlock it."

She unlocked the door and yell out, "It's open." Leonard entered, closed and locked the door. He didn't want anyone coming in unannounced and upsetting Penny any more than she was. He turned and saw Penny was already back on the couch. Sitting on the far side, turned away from him, her elbow resting on the arm of the couch, her hand covering her face, softly sobbing.

Leonard gave a short, small smile as his mind drifted back to the first time he asked her out on a date. She was sitting the same way, except there was no blanket, when he entered her apartment after she found Mike with another woman.

He walked to couch and sat down. "Penny?" he asked. She continued sobbing.

He reached out and touched her shoulder, "Penny, please?"

She turned to face him. Her eyes red and tears falling down her face. "I'm s-s-sorry L-L-Leonard."

Leonard reached out and gently touched her cheek. "For what? He asked.

"For having this," she said, raising the bag.

"But, why?" Leonard asked quizzically. "I'm sure everyone over there understood what it was and all of them, at some point have mentioned masterbating. Even Sheldon, when we donated to the sperm bank. There's nothing to be embarrassed about, you even told me you've done it."

Penny looked at Leonard with indignation. "When did I tell you that?"

"After the date last year. When I asked you out again for the first time? Seeing the confusion on her face he continued, "We were walking up the steps and I told you I missed you and you asked me if all I missed was the sex." I said, "Yeah sex with you is pretty great, have you tried it? And you said, 'I have, you are not wrong'."

There was a nod and a quick smile, she had stopped crying, but her face returned to being sad, "I didn't get that right. It's not that I'm embarrassed about having it. I'm upset because of all the memories that it represents.


	2. Chapter 2 Old Memories

Chapter 2 Old Memories

**A/N I want to thank .Molly for guiding me through the new chapter upload procedure. After this chapter, I'll be updating every other or every third day. **

**As usual, these people aren't mine, but I'm theirs. **

Leonard frowned. "What memories? What are you talking about? What's go you so upset?"

Penny paused, gnawing on her lower lip, not sure how to start. She wanted to desperately to tell him. Some of this could reawaken his old feelings of hurt, she had caused him. As well as things between them were going, she didn't want to cause problems. She tried to say something, but all that happened was her mouth opening and closing. Tears started to filled her eyes.

Leonard took each of her hands and brought them together. His hands, covering hers. He gave them a short gentle squeeze, urging her to go on.

She held the tears back. She needed to get her emotions under control. The tears stopped, but she still took a minute to settle down. "You have to let me get all of this out, Leonard," she croaked. Staring into his eyes, she saw confusion and worry and realized she had to calm his fear that she might be breaking up with him. "No, there's nothing wrong, at least now there isn't. I love you, and I don't want to lose you. It's just what I've got to say may bring up some difficult memories for you and you may learn some things from the past that may upset or hurt you."

His gaze softened, "It's OK Penny. We can work through difficult memories. It looks like you have some to work through also. If talking about it helps you with it, I'm sure I can handle it. No secrets between us Penny, if one of us asks, the other has to tell the truth. If it hurts, we'll work through it." He gave her his biggest smile.

"OK, no secrets." She returned the smile, rather ruefully. "But, I do have to work through the memories. Some of these are painful to me and I've been holding it in for so long. If I don't get it out, it may continue to come up in my mind, force me to keep thinking about them, and possibly destroy where we're at now. Actually, some of this may please you. Please remember that I do love you and you mean so, so much to me. I'll try not to cry too much, if you agree to not cry."

In his mind, he was grinning. Outwardly, he simply nodded.

"We have to go back to a couple of weeks after we broke up," she started slowly. "Although I broke up with you, I still had feelings for you. Which is why I was so quick to suggest we could be friends, after I took Sheldon to Disney. I thought if nothing else, we could still be friends and maybe we could, at some point, work things out and get back together. "

"Then I came over that morning and realized you had slept with that professor friend of Sheldon's." She hung her head, remembering the shock. "It had only been two weeks and you'd already been in bed with someone else. I was jealous of her and angry that you seemed to care so little. Which is why I ran out and took the bus. I was so upset that you could move on that easily, when I was still thinking I had made a mistake. I didn't want you to see how upset I was."

Leonard shook his head, "I wasn't moving on. She came to my room and dropped her robe, and had nothing on underneath. I wasn't going after her, she came to me.

Penny look up at him, "What do you mean?"

Leonard softly said, " I admit to not chasing her out, but I was probably looking for some sort of validation that I was still desirable. Dropping me as you did really did a number on my confidence, which wasn't very high anyway. She was someone who I admired for her work, and now she was standing in my bedroom, nude and she offered to have sex. There was no way, in the emotional condition I was in, that I could turn her down. You know that was a one night thing, right?"

She shook her head, "It was?"

"Yeah, you were right when you called her slutbunny." Leonard chuckled. "She spent the next night with Raj, and before Howard and I left Raj's, she made it clear we were all welcome to stay and join in."

Penny's eyes widened, "Wow, OK. Even I didn't see her being that bad." She paused, thinking back, "Later when we talked about it, I was still judging you, even though I had no right to. Partly it was my jealousy. I didn't have you anymore, but I didn't want anyone else to either. Part of it was I thought you were over me already."

Penny thought for a few seconds and continued, "And then a week later, you and Sheldon had that fight over the thermostat, and you came over here. You told me about the elevator and how you met and we painted nails and it was almost like we never broke up."

Leonard nodded. He remembered quite well. It was so enjoyable being with Penny again that night.

"I was so confused that night. I wanted you back and here you were acting like we were still together, but you didn't say anything. You know, I broke up with you because I thought that I couldn't say I love you and thought it wasn't fair to you to string you along..."

"Yeah, I never understood that." Leonard said. "We agreed we were in different places in the relationship, and we both said we were great, then out of nowhere, 'This isn't fair to you, I'm sorry Leonard'."

"Yeah," she said sadly, "if Wil hadn't told me about his being strung along for two years...

"Wait, what?" Leonard snapped.

Penny looked at Leonard. "Wil told me he had been strung along for two years and he would have been better off if the woman had just broke it off with him."

Leonard turn pale, "Oh my god..."

"What is it Leonard? Penny asked.

Leonard shook his head, "Sheldon told me that Wil hinted that he may have had something to do with you leaving. As if he had done something intentionally to cause you to leave. But, Sheldon said he talked to you and it didn't seem as if he had messed with you, so I..."

"Oh no, Leonard..." Penny said with a slight catch in her voice. "He told me a story about how he got hurt because a girl had strung him along without saying 'I love you'. I couldn't say I love you and I didn't want to do something like that to you, so I ..., but that means I didn't...I should..." Penny caught herself. "That rat-bastard. She paused, anger visible on her face. "Sheldon told me Wil was evil and played mind games, but then said something about his meemaw. I sort of just tuned him out, you know how he gets. I should have realized..." Tears started forming in her eyes.

"It's OK Penny," Leonard said as he squeezed her hands. "It's not your fault you were lied to.

She sniffled the tears back and continued, "Yeah, I see that now, but I still broke up with you.

In a way, you did it because you cared for and didn't want to hurt me," Leonard said.

She was still sniffling, but managed to croak out, "I really didn't want to break up with you, but I didn't want to hurt you even more. I cried all the way home and for the rest of the night."

Leonard looked into her eyes and could see the pain in them. He nodded for her to continue.

Penny wipe her eyes as she said. "So, although we agreed we could be friends, it was so tough for me, thinking you had moved on. I missed being with you, I missed you holding me. Being able to reach out to hold you when I woke up in the dark or having the comfort of you holding me.

"You know, I hadn't moved on." Leonard said sadly.

"Yeah, I know that now." Penny said slowly, shaking her head. "But, you were so relaxed about the whole thing with being friends and it seemed that you had found another woman so fast. It read to me as if you were just fine with it. Probably still a little hurt, and had some regrets, but more or less over it. That hurt so bad, but I knew it was my fault. I had hurt you and thought you didn't want to get involved again. Then I met Zack."


	3. Chapter 3 Zack

**A/N One thing I want to mention. If you go back through the episodes, there is only one person, within canon, that Penny had sex with after her breakup with Leonard. The number of times with that person is not given and could be as low as one time. I know this is hard to believe, as the Penny of season four is usually thought of as being pretty sexually active, but there really isn't any evidence to support that. Part of that is due to references of her activity earlier in her life. I realize that it can be open to interpretation and I'll cover intent later on. So, if you want to think that Penny had sex with six guys almost every night, after she broke up with Leonard until they got back together, I don't have any evidence to refute you. But, that also means my interpretation here is as valid, as this story as far as I know, does not refute any canon. It's simply my take, along with tying up plot points and Interpreting the holes in the story. **

** Again, they characters own me way more than their creators own the characters. **

Chapter 3 Zack

"Before I continue, I have to tell you some things about Zack." Penny smiled as she squeezed Leonard's hand. "First off, he was such a nice guy. All the guys before you turned out to be real jerks. Good looking, money, cars, but in the end, real jerks. While Zack was physically like all the other guys, I don't think he would intentionally hurt anyone."

Leonard chuckled, "Yeah, he was cool whenever we talked to him. He even realized that he'd insulted me and changed an answer to a question I asked him, although it was obvious he did it just to keep from offending me. I will give him credit for enjoying science...well what he thought was science. Wanting to learn or discuss it with us gets him extra points. He just wasn't equipped to understand."

"Well, that leads to my second point," said Penny. "You know, he knows a lot about paper, printing, ordering supplies and setting up the machines. He's the VP of his father's business. I know you probably think it's because of his father. While that is part of it, he does know about how the process works for making menus.

Leonard smiled, as he shook his head. Who would have thought it.

Penny paused for a second, looking sadly at Leonard. She wasn't quite sure how to start, and when she did, she started talking very low, "After that night of your fight with Sheldon, I met him the next day at the Cheesecake factory. He was delivering our new menus, we chatted and he ended up asking me out for dinner the next Friday and then for a party on Saturday. As you seemed to have moved on, I accepted"

"He was so kind to me at dinner," Penny continued. "He wasn't full of himself, nor was bragging about how well he looked. He opened my door for me and complimented me. During dinner, he spoke about the menus and college football, so he seemed capable of having a conversation," Penny's voice dropped to a whisper. "After dinner we went to his place, and I ended up sleeping with him."

The pain in Leonard's face was only visible for a brief second, but it was quite evident.

She was trying to hold back her tears, "I'm so sorry Leonard."

"Shhh, Shhh, it's OK, Penny." Leonard soothed. He reached over and pulled her into a hug. "There's nothing to be sorry about. We weren't a couple. I had slept with someone else by then and after seeing him in your apartment, it wasn't that hard to conclude something had happened." They stayed hugging each other for several seconds. Penny finally broke away, sat up, and reaching out, place her hand on his arm.

"Heh, I should have known that you would have picked up on that Leonard," said Penny shaking her head. "I was lonely, had images of you being with that slut of a professor. I had several drinks and a few glasses of wine, he had been so nice to me. Everything just seemed to come together, for me to end up there."

Again, Leonard tried to calm her, patting her hand. "I told you, It's okay."

Penny gathered herself, then continued, "But the next day was just torture. I know that there aren't very many people who can compare to you guys in the brains department, but trying to talk to him about something that wasn't menus or sports was frustrating, even for me."

"Then we came back to my apartment so I could change for the party. We were just sitting around waiting to go, when you knocked on the door. I was horrified when he wanted to go see the experiment. I knew he was going to say something that would prove to be embarrassing. How right I was. Thinking the glasses were for 3-D, thinking you could put the laser on stun, he didn't understand the species reference."

Leonard chuckled, "You should have seen your face after each of those comments."

Penny shook her head, " I can imagine. I just wanted to crawl into a hole. He thought you were gonna blow up the mooooon! Yet, that wasn't the worst. I thought it was bad enough when Sheldon said he was someone for me. I know Sheldon has a low opinion of my intelligence, but then, even he admitted that I could do better. How bad did it have to be for him to say that?"

"Well," Leonard said, "you obviously know how bad it had to have been."

"Yeah, I did. I just tried to get Zack out of there as soon as possible," Penny sighed. "I insisted we leave for the party right away, as I didn't want to run into any of you coming back down from the roof. I was determined not to get drunk, and I only had one glass of wine before his appeteaser comments caused me to tell him that I was going home. I caught a cab and ended up at the Cheesecake factory to have a few drinks to just try to forget the night."

"I had a glass of wine.", said Penny. "I was trying to think things through. As I did, I remembered your explanation of the experiment and how much I loved listening to you explain things."

Leonard tilted his head as he looked at her questionably.

Penny saw his expression and hurriedly continued, "Not just the science stuff, but all your games, movies, comics, everything. You guys had opened new worlds for me, but because I had broken up with you, I wasn't involved in it as much as I had been, and I missed it. We simply weren't as close just being friends.

I know I can make snarky comments about your stuff, but I'm just teasing you." Penny's mouth curled into a slight smile, "I've really learned to like most of it, especially the science, once you explain it. Not everything you understand, and I don't get into it as much as you guys are, but most of it. I'm really starting to like comic books."

Leonard grinned at this, "Well, I can't say I like all of your interests, either. Football, for example, but I do like it when you explain all your little collectables."

Penny nodded, she continued as her voice became very steady, "I realized the mistake I had made in breaking up with you. I made up my mind that I was going to talk to you the next day. See if you were willing to take another chance on me."

The pause was a long one. Leonard urged Penny to continue with his eyes. She held his gaze and continued, "Then, I screwed up. A couple of other waitresses came over and I had two or three tequila shots with them. After they left, I had a couple more. I went from thinking about getting back together, and started thinking it was your fault I couldn't relate to guys like Zack. If you had just left me alone that first day, I wouldn't have known the difference. Conveniently forgetting I didn't have to accept your invitation for lunch."

"I was really feeling buzzed and I called for a cab. While waiting, I had a couple more shots. On the ride home, my thoughts were all jumbled. Stumbling up the stairs, I was mad, but I also thought about how I missed having sex with you, and maybe we could have a one-nighter. With all those different thoughts jumping around in my drunk brain, I had no idea what I was going to say to you. Knocking on your door without knowing what I was going to say was a huge mistake"


	4. Chapter 4 Mistakes and Solution

**A/N A couple of things. One, I'm still rather new at this so any and all reviews are appreciated. Second, I want to say thanks to 5Mississippis for reading through this and for the comments. I will probably not update until Monday, although if things go right, Sunday is a possibility. Life is going on I'm going to be busy and won't be able to write. Also, see the A/N at the end of the chapter. **

Chapter 4 Mistakes and Solution

Penny stopped and hung her head. She got up, from the couch and walked over to the fridge and got a water. She looked at Leonard and he nodded, so she grabbed another bottle. Returning to the couch, she sat down and handed Leonard his bottle. She opened the bottle took a drink and set the bottle down on the coffee table.

She looked at Leonard, staring into his eyes as she said, "When you answered the door, I was mad and blamed you for the problem with Zack and for my leaving the party. Then you laughed about Zack and my anger disappeared. Looking at you all I wanted to do was take you to bed. So, I grabbed you and took you to your room."

"But, I was a coward the next morning. I was so hungover, I felt nauseous, had a throbbing headache. On top of that, I had to get a shower so I could get to work. Between being sick, having the headache, and trying to get ready for work, I simply couldn't remember about getting back together. I couldn't face you and tried to get out before you woke up."

"I could have forgiven myself for going to you that night. I could even have forgiven myself for running out, if I had really talked to you later. But, when I opened the door and saw you there, I panicked. Being so hungover I couldn't even think about what was going on. You kept bugging me about going out and all I wanted to do was to get to work. What came out was the comment about it being a mistake."

Penny saw the hurt and anger in Leonard's eyes as he remembered that morning and it hurt her to be the cause of the pain. As her eyes started to tear, she hurriedly got up, ran to her bedroom to get her box of tissues. She came back out, set them on the coffee table and took one out to dab her eyes. Leonard had just taken a drink and was putting the bottle of water back on the table.

She looked at Leonard and sat down closer to him. "Going to see you that night wasn't the mistake," said Penny. "Although I was being selfish, and I used you to make me feel better. I could have fixed that, but then I did the worst thing I could ever have done. I simply blew you off that morning. That was the mistake, and it was on my part."

"It really wasn't until that night, when my head finally cleared, that I realized what I had done to you, remembering the look on your face. Then, I remembered what I had wanted to talk to you about, and, of course, after that morning, I couldn't bring myself to talk to you."

"I knew I had hurt you, and didn't know how to fix it. Later, when you came to my door, drunk and wanting sex I was still ashamed and embarrassed over what I did, and I threw you out because of it. I was mad at myself, but I took it out on you."

Leonard's face broke into a rueful grin, "You weren't the only one I went to that night."

Penny looked at him questionably. He continued, "I went to Leslie's before getting drunk and coming to your place."

"Leslie Winkle? You did?" said Penny with a shocked voice.

"Yep, I figured if you didn't want me, she would." Leonard shook his head. "Turns out, she didn't want me either, so I got drunk to forget and still ended up knocking on your door."

Penny reached up with her hand and touched Leonard's face. "My poor Leonard, no one wanted him. But, we should have." Penny looked down, "Being drunk, it just didn't register to me that the guy would care if I wanted sex for only a night." Penny's hand left his face and she rested it on his leg, "Or even for a weekend. It was just something I had never experienced, and being drunk, it wasn't something I was going to be able to figure out. They were all more than happy to be part of it. Since you seemed to have moved on, I though we could have some fun."

"The problem was, you hadn't moved on. You actually cared for me, and wanted to restart the relationship. I didn't know that. Someone caring had never happened to me before with what I thought was a one nighter. Since the guys never cared, we simply lied to each other, or told each other it was a mistake, and went on our way"

She looked down, avoiding Leonard's eyes. "The look in your eyes, when I said it was a mistake, was the first time I've seen hurt and confusion over what was, for me, a way to leave after a one nighter." Penny said sadly. "And it was in the face of someone I cared about. I realized I had messed up so badly but didn't know what to say. I want you to know that it's my fault. I'm the one that messed it all up. I'm so sorry Leonard."

"Well, it's not like I refused you that night," Leonard said. "I was a willing participant. I got pushy about getting back together. I should have let you go and talked to you when you got home."

"No, Leonard," Penny said firmly. "I used you, and then I hurt you with my cowardice. You did nothing wrong."

Penny stopped, chewing her bottom lip. "Afterward, I swore I wasn't going to hurt you again, so I came up with an idea to make sure I would never go to you to use you for sex again."

Leonard look at her quizzically. "Well, whatever it was, it worked, except for maybe that time at the conference."

Penny smiled at him. "Oh, yeah, it worked quite well. I simply went out and bought my own Leonard." She lifted the bag that had sat on the floor by the couch. "For almost two years, whenever I was tempted to go to you for sex, I reached for "Leonard," as I called it. I didn't use it at any other time."

Leonard chuckled. "You named it?"

Penny nodded, "Yep, I got that from Amy."

Leonard gave a little laugh, "Amy? You mean Amy named her...um... toothbrush?"

Penny smiled at Leonard, "Yep, wanna know it's name?"

"Noooooooo," Leonard said quickly, as he shook his head. He thought on what Penny had just explained to him, "No wonder I never saw you again for sex. If you didn't have another guy, and you wanted me, you had something to take care of it."

Penny's face became very serious, her eyes steadily looking at him. She reached out and put her hands on his, rubbing them slightly. Her voice, because very serious. "Leonard, I need to have you know. Between our first time after you got back from the North Pole and last spring when you proposed, there was only Zack, and only for that one time.

Leonard's mouth dropped open, "What?" The shock and confusion was very evident in his voice.

"In a way it's funny," she said sadly. "Since I left you in the bowling alley, You've actually been with more women than I've been with men."

**A/N for those who think there is an obvious missing person(at least from Leonard's point of view) from Penny's claim, patience, it will be explained in a future chapter. **


	5. Chapter 5 Almost Celibate

**A/N Sorry for the delay in getting this out, although I did say Monday. Updates may be sporadic for the next week. I've got a lot of technical writing to do, which will eat into my time for this. Sorry. To be honest, I'd rather be doing this. This has been fun. I have to thank TerribleWaitress. She's recently written some excellent stories, but included some situations covered in this chapter (and in several others, but I'll get to that in the specific chapter). The sections, in my story, had been written previously, but she published first, so she gets to say yea or nay on mine. She's been quite gracious in looking over those parts and determining that they are different enough that I didn't have to change them. Any reviews will be extremely valued, so please feel free to review. As always, the characters own me much more than I own any of the characters. **

Chapter 5 Almost Celibate.

"Just since we broke up, you've had that professor friend of Sheldon's, that old lady, and Priya. That's three, I've only been with Zack and that was about a month after we broke up." Penny said. She noticed that Leonard's eyes got big, before he looked down and dropped his head. It was obvious to her that he was uncomfortable. "You're so easy to read sometimes Leonard, spill it."

"There was another one." Leonard whispered. Penny looked surprised, but didn't say anything. She invited me to a wedding, we got drunk and we spent the night together. But, it was only that one time," Leonard quickly added.

Penny mouth twisted into a smirk. "So, you haven't been doing so bad for the King of the Nerds, huh?" Leonard looked ashamed, and Penny's smile faded. "This isn't a contest honey. I'm trying to clear my conscience, not force you to clear yours."

Penny paused for a second, when she spoke, it was soft and sad. "You haven't hurt me the way I've hurt you. And I've done it more than once. I'm trying to repair that, but to do that, I need to clear all of this out, or it will come back to bother me. We're doing so well now and I don't want anything to screw this up, understand?"

Leonard just nodded his head.

Her tone became lighter. "You don't have to talk about it, unless I ask, remember? Let's get back to me and my wicked ways, OK?

Penny looked at Leonard, wondering. She decided he already knew, but wanted to come clean, to make sure he understood. "If you want to go back to our first date, there was only two other guys and you've talk to both of them.

Leonard nodded and raised his hands, "I think I know, so you don't have to say."

"Sweetie, I told you, you have to let me get this all out," Penny said. I've been aware of all of your...well, except for that new one, so I just feel you need to know. First, was that cheating, bastard Dave."

Leonard expression changed to one sadness and frustration, for just a moment before softening. Penny saw it and continued. "Yeah, I know, that was pretty stupid. I simply was still being shallow about it and I was way too eager to go with him. By the way, not for the first time here, I'm sorry. I was a real bitch to you during those couple of days and even after I treated you so bad, you were still trying to make me feel better. I just didn't expect you to get all upset and jealous."

Leonard grinned. "I'm just glad you let that go."

"I wasn't hard to let it go," Penny grinned back. "It was the first time I could remember that you yelled at me."

"Yeah," Leonard said. "I was always afraid I'd run you off."

"Well, you weren't gonna run me off there. It was the first time I really realized that you had some strong feelings for me. I mean, I knew you liked me, but that made me see it was deeper than that. Let's see, where were we...oh yeah, even more stupid on my part," Penny said. "was me going back to Kurt, thinking he changed."

To her surprise, Leonard looked angry and exasperated. Yeah, and to think I set it all up for him. I should have left when all three of the others ran off. Instead of staying and standing..." Leonard saw the look of total confusion on Penny's face as he realized what he had just said. "uhhh... in the... ummmm ...the er..."

"He took your pants" Penny said. "it was just you and Sheldon."

He looked at her, his eyes imploring her to let it go."

"Leonard," she said softly as she reached out and touched his knee. "No secrets, remember?" She continued to look at him. "What is it?"

Leonard paused and look down. When he looked back up, his expression was one of pride, surprising Penny. "OK, remember when you came over to give Sheldon his money back and you told us that Kurt had paid you back?"

"Yeah, what about it?"

Leonard continue to look at her, "Remember I asked you why he did it?"

"Something about how he felt bad and wanted to give me my money back. I thought he had changed." Penny said.

"Yeah, that's not it." Leonard said with a touch of sarcasm.

"Leonard, get to it," Penny said sharply, as she spun her hand in the air.

"Remember, before your date with him, it was hot, and I had that hat on, Leonard said. Penny nodded, still looking puzzled. Well, the guys and I went to Kurt's to demand he pay you back. The guys bailed on me, but I stood my ground, saying you needed the money and he had to pay you back. What he did was to write "I owe Penny $1800, Kurt" on my forehead. I was wearing the hat to hide it."

"Oh, Leonard," Penny cried as she launched herself at him, "why didn't you tell me?" She threw her arms around him in a big hug. Leonard gather her in and just held her. After several minutes, he heard her sniffle and he reached to get a tissue and handed it to her.

Penny sat up, wiped her eyes and looked at Leonard. She could see the concern in his eyes, the love. _What have I done to deserve someone so wonderful as him?_ "Why didn't you tell me?"

"Well, I was pretty embarrassed." Leonard said. "I mean, who wants to tell anyone they have indelible ink on their forehead?

Penny just shook her head. "I would't have laughed. I would have been so proud of you for standing up to him. Like at that party. Penny stopped, deep in thought. I don't have anything else for you. You now know about everyone since we started dating."

"But not all the times, right?" Leonard said, the question obvious in his voice. " Like, what about Zack, before the New Year's Eve party."

"Nope, we had just met at my apartment that night when you brought the mail," Penny explained. "Then he went to the comic book store with you guys and got that silly costume. I was so pissed at him I wouldn't let him stay the night. Then we didn't see each other until the night of the party. He didn't stay that night. Remember, I got his clothes and he changed at your place?"

Leonard thought back, Zack and Penny came over to his apartment. Zack had changed and left, while Penny sat in her costume talking with the other guys. "Why didn't you go with him?"

Penny continued, "At midnight, at the party, I saw your face as Zack kissed me. The look on your face broke my heart."

"Yeah, that really hurt." Leonard said defensively, "I got you to go to the party and I had to watch that."

"Yeah, I felt really bad about that," Penny said looking down. I spent the rest of the time there trying to avoid his kissing me. When he did, I tried to break it off. After seeing your face, there was no way I was going to be able to kiss him again, much less sleep with him that night. All I could see was the sadness in your face. So, I was left with my version of Leonard for the night." But that wasn't even my first night with "Leonard"."


	6. Chapter 6 Interlude

**A/N This was supposed to be a shorter chapter, hence the name of the chapter. It didn't work out that way, word wise, as some ideas crept into the story. Still, it's a little break for the characters. Please feel free to let me know your thoughts on this story. As always, these aren't my characters, but they are so much fun to play with. **

Chapter 6 Interlude

Penny stood up, looking down at Leonard seated on her couch she said, "Sweetie, can we stop for a minute? I'd like to get out of this dress."

Leonard let a little smile form. Penny saw it and gave her own smile, "No, not that way. I want to change in to something more comfortable. And, you can too. You've got a couple of robes here, why don't you take off your clothes and put one of them on?"

They both walked into Penny's bedroom and Leonard walked out a couple of minutes later, in a white T-shirt, his Star Wars boxers and red robe.

He yelled out to her, "You want some wine?"

A muffled, "Yes," came from Penny's bedroom. Leonard grabbed a bottle and opened it. He took two glasses from the cabinet and brought them over to the couch. He poured two glasses and then walked back to the counter and grabbed bag of chips. He opened them, put them on the table and waited for Penny.

As he waited, he thought about how much Penny had opened up tonight. I wasn't like her, but he wasn't complaining and was very happy that she had. He already now knew that she missed him as much as he had missed her, just after the breakup.

She came out a few moments later wearing a blue camisole, her Hello Kitty shorts, and a light blue robe. Her bare feet contrasting Leonard's white socks. Penny sat down next to Leonard, wrapped her arms around his neck and pulled him to her lips. The kiss was sensual and lasted longer than Penny had planned.

"Mmmmmm," escaped from Penny's lips as they parted from Leonard's.

"What was that for?" Leonard whispered, looking into her eyes.

"For loving me," Penny said. "And, letting me get this out of my system. You know how difficult it is for me to talk about my feelings. You've made this easy so far, even though I know I've upset you a couple of times. There's more and there's a couple of places where I know it will be difficult for me and probably you. Just know that you deserve to know, and that I love you so much."

Penny saw a grin start to form on his face.

"Thank you," he said, the grin getting bigger.

She playfully slapped his arm. He pulled her to him and their lips met in another long kiss. As they separated, Leonard said, "I've loved you since the first time I saw you. I'm just happy you're finally comfortable enough with me to tell me." They broke, and she grabbed her wine, sat back, and curled her legs under her. She took his hand, her fingers intertwining into his.

She started softly, "I know it's taken me a while to get comfortable. I think I understand why and it's not you, it's never been you. It's always been my problem, although I think I just realized it. OK, let go back. New Year's is in the middle and I want to keep it straight. You know I already knew I screwed up when I broke up with you, and then the big mistake of blowing you off after sleeping with you."

Leonard smiled, "I will give you credit. That was one wild night. You know, Mrs. Gunderson opened her door and said something about "Ye Haw" to me after you left"

Penny almost did a spit take with her wine. Coughing as a laugh escaped from her. "Really?" Penny continued to chuckle, "Wow, we must have been pretty loud. You weren't half bad yourself that night."

Penny's smile faded away as she thought of what she was going to say. "It wasn't until almost a month after that night that we even spoke. I was avoiding you, I know I had hurt you again, and I was scared of meeting you.

"Penny," Leonard said, "I wouldn't have bitten your head off. It may have be awkward, hell, if you remember, it was very awkward when we finally did talk to each other. But, I didn't yell at you."

Penny nodded. "I know. It was more my embarrassment than me being worried about what you would say to me. Still, I just didn't know how to approach you to talk to you. Don't you remember that it was another two weeks or so, after we finally talked, before I could bring myself to start coming over for dinner again?"

Leonard again chuckled. "Yeah, Sheldon was like, 'what is she doing here. Didn't she dump you?'. I was pretty sure we were still friends and at that point, I still wanted to you to hang around with us. So, I told him we were still friends, and you were welcome for dinner. I always made sure we had some leftover, if you had decided to come over."

Penny looked lovingly at Leonard. "I always wondered why you had extra food."

"It wasn't always extra food," Leonard said. "Sometimes, it was just me making sure there were leftovers. I might order an extra portion of Chinese food or an additional order of breadsticks. I wouldn't eat the extra piece of pizza. I'd leave four or five fork fulls of Chinese food in the tub or I'd gather up what hadn't been taken out of the containers."

"Then I should thank you." Penny said. "That summer and fall were so tight, money wise, because the season was so slow. We were getting about three groups for lunch. I was behind on every thing, you even paid my rent that one month.

"I know," Leonard grinned. "That was why I saved the food.

"Well, it was appreciated. Penny said with gratitude. "After I started coming over for dinner, we started talking and after a month or so, I was acting as if everything was back to us just being friends."

"I remember." Leonard said as he reminisced. "I was thinking you were just fine, as you seemed to be your normal perky self."

Penny shook her head sadly. "I was no where near normal." She looked at Leonard with a downcast expression. Honey, the two years we were apart were so hard for me. We weren't together, it was my fault, and I was so down. I was hanging onto our being friends, so I could still be near and talk to you.

Penny stared at her wine. She took a drink and then stared at her glass for a few more moments. "I thought I knew I loved you, but I wasn't sure in my mind. I was so confused about it. There were days I was sure I was over you, other days, all I could think about was you. Then there'd be the days I'd drink way too much and sit and cry. Even if I had been sure, I don't know that I would have been able to tell you. I had this mental block because my past had come back to haunt me."


	7. Chapter 7 The Problem

**A/N. Nothing needed to bring you all up to speed. I again want to thank .Molly and zhalen565 for their patience, assistance, and encouragement to get this piece published. The next chapter (Chapter 8) may be exciting for them, as it will be the first chapter that they haven't seen at all. I hope they enjoy it. I've said it before, I'm new to this so please pass along any reviews. Even if all that's there, is I liked it, all comments are greatly appreciated. As always, the characters are not owned by me, but they do own me. **

Chapter 7 The Problem

Leonard was surprised by this confession. "What are you talking about? You know you could always come to me."

"No, I couldn't." Penny choked out. "I wanted to, but in my mind, I kept seeing the hurt and pain on your face, from everything I'd done to you. It prevented me from going to you, because I didn't want to hurt you again. On top of that, you had said I love you and because of Wil Wheaton, I thought, until I could say it, I would only hurt you if I got back with you."

Her eyes started to tear up. "And, I couldn't bring myself to say it. Every time I had said I love you to someone, I got hurt. Although I thought you weren't the kind to hurt me, I couldn't get my previous pain out of my mind and it was some sort of mental block for me. It was always in the back of my mind. Say I love you and the guy leaves. I didn't want you to leave"

Leonard's mind was going into overdrive. He knew he was getting close to understanding why she had held back and he wanted to know, to help her through it. _Although she had told him she loved him numerous times since that first time in the hall, she could still be uncomfortable with it. There were also still the issues of moving in together and marriage._ _Why was it so difficult for her? "Don't over think it Leonard,_ he thought, _Just keep her talking._ He stared into those lovely green eyes, nodded his head, silently urging her to continue.

Penny looked back at him. She was scared. She had never opened up to anyone like this and she needed to go farther. She wanted him to understand, but that meant telling him, her fears, how she'd been treated, what she had felt, how she had been afraid, jealous, angry, and just plain frightened to death that she was going to lose him.

She paused, reached over and poured some more wine into her glass. She looked at Leonard and saw the concern, _He won't hurt me_, she thought, and yet she still hesitated. She heard, in her mind, Leonard saying _No secrets_" She reached for a couple of chips and slowly ate them. She was stalling and she knew it, her fear keeping her from continuing. Again, _He won't hurt me_, echoed in her thoughts. She took a drink of wine, suddenly making up her mind."

"Honey, I started dating when I was fourteen. I was looking for approval and someone to love me. I didn't think my parents cared, so I was hoping for someone to replace them. A couple years later, a guy told he loved me and he got what he wanted from me. After I told him I loved him, he wouldn't talk to me in school and he broke up with me the next day. There were several others who I started dating, told me they loved me, we had sex and when I said I love you back to them, they left me soon after.

I was so immature, and didn't know what love was. I was so stupid, I couldn't figure out that once I had sex with the guy, if I told them I loved them, they would say it back, but then left me fast, as they didn't want to be tied down. When they dumped me, I would usually find a friend of theirs, and have sex with them, just to get back at the guy who dumped me. I was so messed up"

She was getting close to crying again, So Leonard reached over and held her hands. "Don't worry about it, Penny" he soothed. "It's in the past."

She sniffled, keeping the tears in. "I finally figured it out, but by then, I had moved out here with Kurt. "For the first two years I thought it was wonderful. I was the one who said I love you to him first, but I didn't get it back. I kept after him and even tried to talk about marriage."

She let go of one of Leonard's hands and took a drink. "He had been working out but then, suddenly, his muscles got huge, you saw them. He became distant, he got mean. He never hit me, I'll give him that but, he would tell me how lazy I was because I didn't bring in more money. How I wasn't working hard enough to become an actress. How I was looking trashy. He accused me of going out on him. I didn't know any better and had no where else to go, so I stayed. I stayed because I thought he might be right, and who'd want me? I thought if I told him I loved him enough, it would work out. I suspect that he was on steroids, but I can't be sure."

Her voice had started cracking. She stopped and gathered herself. "Then, I started seeing little hints that he was seeing someone else. A different brand of condom than we usually used. Make-up in my car that wasn't my brand or color after he used the car. I tried to fool myself by accepting his lies. Finally, I had no choice but to accept it. I came home one day to find him with another woman."

She hung her head. "I moved out the next day, and found this apartment. I had to borrow money from several of the waitresses to pay the deposit. That's why I was so broke the first couple years here. I was trying to pay rent, food, insurance, gas for all those auditions, and pay everyone back. Those first six months after leaving Kurt, I dated and broke up with several guys. What I did after I broke up with them isn't something I'm proud of."

Leonard remembered their first "date" and her explanation on what she did after breaking up.

"Then I met Mike," She shook her head. "I can be such an idiot. I said 'I love you' after only three or four weeks and he said it back. I thought that meant he was the one. He had asked me to move in with him and I was considering it."

Leonard jerked his head up, wondering if he had heard her right. "Whaa... I mean when did...

"Close your mouth, sweetie." Penny said, " And, a week later I found his blog, and then found him with his new girl. So the moving in idea didn't get very far, but, it's another example of a relationship that came crashing down after I told a guy I loved him. I can't say he cheated, although finding another woman that quick had me wondering, but I was still hurt."

Penny stretched and considered her next words. "So, you see, after we broke up, I couldn't come to you, because I was embarrassed. I couldn't tell you what I was feeling, because I was afraid if I did, you wouldn't want me. I think the major part of my problem saying I love you or committing to you was due to all the problems I had with guys before you."

I had been hanging out with you guys for almost a year, and all my friends at the Cheesecake Factory had moved or were moving on. I still didn't know Bernadette all that well yet. I didn't know about Amy, and even if I had, it took us a while to understand one another. Being cut off from you guys, made me feel as if I had been left all alone."


	8. Chapter 8 Alone

**A/N I wasn't expecting to update until tomorrow night, but since I may not be able to update until Wednesday night, I wanted to get this update out so I didn't have to wait until Wednesday. The reason I wanted to get it out, is a couple of my early reviewers want to see it. This is the first chapter that they haven't read in some form or another. Molly, zhalen, thanks, enjoy. At this point, I'm not sure who owns what, except I know I don't own anything.**

Chapter 8 Alone

Penny got up, and walked to her bedroom. Leonard watch her go. He was going over what Penny had just told him. It made some sense, but why was she still afraid to get married or move in together? He decided that he wasn't going to push her on this just yet, but hoped she would continue opening up to him. He poured himself another glass of wine, while he waited.

Penny returned, smiling at him, taking his hand as she sat down. "I need to get back to what happened that winter." She ran over her memories, took a deep breath and moved on. "After the summer, while we had gotten past the weird part, I was still struggling with my feelings. I was over here by myself all the time, except when I was working. You seemed to be happy with being friends, so I let it go. At least I had the friendship to hold onto."

Leonard looked uncomfortable. "I think I was trying to protect myself. At least I could be friends with you, without having to worry if you were going to use me. To be honest, I didn't trust you not to hurt me."

Penny felt the sting of those words. "That thought was always in the back of my head," she said as her eyes went to the floor. "I'm so sorry that my actions caused that. I had been so terrible to you, hurting you, because of my selfishness and I didn't know how to fix it. I just couldn't believe that you even wanted to be anywhere near me. Why did you keep coming back?"

Leonard looked thoughtful. "I don't really know. I always remembered how wonderful I felt when I was looking at you the first day. I guess the one thing that kept me coming back was that every time I was with you, either with the other guys or by ourselves, I just felt good. I felt happy. I guess that's why the breakups and the weirdness always hurt, I was missing one thing that kept happy."

Penny's head was hanging down, the words Leonard was using were like a dagger in her heart. _I'm so glad I was able to tell him I loved him. Everything I'm hearing tonight just tells me how much he loves me. I've been so stupid for so long. Why couldn't I see it? _

She looked up, staring at Leonard for a few moments before continuing. "Then I got Howard and Bernadette back together. That really hit me hard. I could get them back together, but I couldn't fix my problems keeping me away from you. I was so down, and had started drinking too much wine at night, trying to forget, but it wasn't helping. I finally decided I needed to get away for a bit, so I went to Nebraska for a couple of weeks, remember?

"Yeah, I do," Said Leonard. "I want you to know I was feeling the same way. It got so bad that while you were in Nebraska, I asked Howard to have Bernadette set me up with a date, like you did for them. That was the woman that took me to the wedding, where we... went and..." His voice trailed off

Penny giggled, "You can say you slept with her, Leonard. You've already told me about her. She tilted her head and continued looking at him. "You're so cute when your embarrassed."

Leonard gave her a wry smile. His embarrassment driving out the thought of the other person he was with, during those two weeks.

"But, going home was a bad idea," Penny said. "My father was on me about you as soon as I got home. That's when I told him we were back together. I figured I was safe. After all, it wasn't like he was going to meet you."

Leonard giggled, "Yeah, that backfired on you didn't it?"

Penny paused. "Hold that thought, I'll get back to it. I'm getting ahead of myself again. While I was home, I thought I had worked everything out in my mind. We were going to be friends, not anything more. I had no romantic feelings for you, or those I did have would go away. But, for the next few months, those feelings would come up, very strongly, at odd times."

"The first time was when I had Bernadette and Amy over. We started playing truth and dare, and they asked a couple of questions that made me uncomfortable..."

"What questions?" Leonard interjected.

"Like why I was still hanging out with you if we weren't going out and why did we break up."

"What did you tell them? Said Leonard.

"How you were a great guy, and I broke up with you because it got too serious, but, then...," Penny pause for a couple of seconds. "Then they asked me what would happen if someone else found out you were a great guy and you started going out with them.

Penny looked up at Leonard, "That happening had never crossed my mind. They caught me short and all I could think about was how it hurt to think you were going out with someone else. I stormed off and never gave them their "truth". The next day, after they left, I was still thinking of you going out or being with someone else. I just wanted to find you and drag you off to bed. It was the first time, with Leonard."

Leonard looked at her with an evil grin, "Well, which Leonard is better?"

Penny looked back at him with her own wicked grin, "They each have their advantages. The one seems to know exactly where I want to be touched every time. Of course the other can hug me, is much warmer, is a lot more fun to talk to, and I can do this." She leaned over and gave Leonard a short soft kiss.

They broke, their noses still almost touching, Leonard smiled at her as Penny said, with her own smile, "We have to stop that or we'll be here for the next week, or I'll have to change your battery..."

They both chuckled as she leaned against the back of the couch. That brief moment throwing Penny off of what she was saying. "So we...wait, where was I?...Oh yeah, my dad. Then, a week or so later, my dad came and I didn't know what to do. So I came up with that wild idea to con my dad. To get back to your earlier question, yes, it did backfire on me, more than you knew."

Leonard look at Penny, a puzzled look on his face. "What do you mean?"

Penny looked sheepish, "Remember when I came to the door and kissed you the first time with my dad there?"

"Yeah, what about it?

"I thought all I had to do was kiss you a few times and I could fool my dad," Penny gave her head a little shake. "It didn't work that way. Turns out, I really missed kissing you. That first kiss was great, I was enjoying it way too much, forgetting why I was kissing you. Fortunately, I was able to break it off before I got too involved in it. Then you became an ass, making it difficult."

Leonard giggled. "Oh, I was enjoying that so much."

Penny wrinkled her nose at him. "Yeah, I know, too damn much. I spent the rest of my dad's visit trying to avoid kissing you or, when we did kiss, trying to break away. It was so difficult, for two reasons. One, I was enjoying it, even when I was trying to break away and two, you kept finding excuses to kiss me. I'm surprised my dad didn't figure it out earlier. I did feel bad when he yelled at you. After all it wasn't...

Leonard had started laughing. Penny face had a "what the hell" look, looking at Leonard like he was nuts. Leonard kept laughing, but softer.

"What?", Penny snapped.

Leonard patted Penny on her leg. "Oh, if you only knew."

"What the hell are you talking about?

"Oh, Penny," Leonard giggled. "After you left to go in your room, your dad begged me to keep after you and get back with you again."

"What the..." Penny began.

Leonard cut her off, "He didn't want to go back to seeing the types of guys you had been introducing to him. He so badly wanted us to get back together. He was yelling at me, to make you feel bad for me. It seems it worked."

"Why that rat-bastard," Penny said incredulously. "That was the reason for his 'That's great. I'm so glad he kept trying.' when I called and told him we started going out again. I couldn't figure out what he meant."

"You should have heard the long conversation we had when I called to ask what you might enjoy, for our date at the firing range." Leonard said with a smile.

"Well, it didn't work at the time." Penny said. "While I felt sorry for you, I was still trying to keep us just friends. I almost gave my feelings away at New Years.


	9. Chapter 9 Prelude to the Nightmare

**A/N First off, thank you for all the wonderful comments. Please continue to comment, I enjoy reading your takes on the story. I'm glad so many people are enjoying this. I missed thanking TerribleWaitress in a previous chapter for looking over a section that was similar to one she wrote. There is another one here. Both of mine were written previous to her publishing, but I wanted to clear it with her, since she published first. Thanks TW for saying my sections are fine. I'm gonna skip the disclaimer, check one of the previous chapters to find it.**

Chapter 9 Prelude to the Nightmare.

Leonard looked puzzled. "What do you mean?"

"Remember when you talked me into going to the New Year's Eve party at Stuart's store?"

Leonard shook his head in disgust. "I do. The other guys pushed me to come over here to convince you to come to the party. Here I was, trying to get you to go to a party with Zack, who I now thought was your boyfriend. How much fun do you think that was for me?"

Penny smiled sadly, "I could hear it in your voice that it was not a lot of fun for you."

"I just couldn't believe you were back with Zack, after that drunken night"

That's why I told you the real story about how we weren't really together. I wanted you to know." Penny explained.

"Well," Leonard smiled. "It did make me feel better, although I still had to think about persuading you to go to the party with him."

"I was just so upset," Penny said. "He said I was embarrassing him in front of HIS friends. HIS, Leonard. I just couldn't handle that. You guys were MY friends, not his. Then there was the whole problem with you."

The frustration was evident on Penny's face and in her voice. "You know, that I still had feelings for you and you were going to be there. How was I supposed to handle that? The easiest way was to just not go. Zack's comment was the excuse I was looking for. It was easy telling Zack and Sheldon to leave me alone. When you came over, I tried to tell you no, but I couldn't keep you out."

Leonard nodded, a slight smile forming.

"You were going to be there and it was going to kill me to see you there, especially as I was going to be with Zack. I saw how cute you were in your costume you were being so sweet trying to get me to go to the party, yet you knew I was going to be with Zack. I decided that since I couldn't go with you, I wasn't gonna go."

"So I started telling you different reasons why I didn't want to go, and I almost told you the reason I didn't want to go, was because I couldn't go with you. I started to say 'and then there's you not being with me', but I caught myself and all that came out was 'and then there's you'. You looked at me and asked what I meant, and I said nothing..."

"Yeah, you looked kinda strange, but I just let it go."Leonard said. I just don't understand why you just went. Why did you go?"

"So I wouldn't have to explain to you how I felt." Penny said looking sadly at Leonard. "I was looking at you, wanting to go with you, but I just couldn't bring myself to say anything about how I felt, because I couldn't think of a way to explain it. I figured I could get away with not telling you anything, if I just got up and went. I didn't expect to have that kiss happen the way it did, and then have to see the look I you face. I know I've told you this, but it hurt me to see you look so sad"

"I wondered why you looked so sad."

"Embarrassed was more like it, although a big part of me was sad I was with Zack and not you."

Penny reached for the chips and the bag was empty. She got up, walked to the kitchen and grabbed another bag. She returned to the couch sitting in the middle of the couch. She look sadly at Leonard.

"Those months leading up to New Year's were so hard on me Leonard." Penny said. "I had realized what a mistake I made. But, because of that one drunk night, I was too embarrassed to talk to you about it."

"I wanted to get back with you, but I didn't want to, in case I messed up. I missed you, but I was scared to be together as something might happen, we'd break up, and you wouldn't want to even be friends. I was just so confused and scared. Inviting Zack to New Year's Eve, was just a reaction to my loneliness."

"Then, after the mess on New Year's Eve, came that disaster at Big Sur."

"Yeah that was screwed up, wasn't it. Leonard said.

"I was just so glad Bernadette's friend was there to get me out of there. Penny agreed.

Leonard looked at her, a smile forming, "Hey, wait, what you said earlier, about only being with Zack...that means you just got a ride home and nothing happened with him."

"Of course that was all. Penny snapped. "Why would you think anything would happen?" What did you expect?

Leonard looked sheepish, "Well, he was pretty good looking and you know how you'd get with good looking guys."

Penny shook her head. "Leonard, since I was so confused about you, I just felt as if I shouldn't do anything that might drive you completely away." Sarcasm became evident in her voice. "You know, like jumping into bed with every guy I meet.

Leonard said, "I didn't mean you did, Penny. I just thought you with such a good looking guy and he's giving you a ride home...

"You thought what? Penny exclaimed, anger now clear in her voice. "That I was going to pay him for driving me home by offering to screw him? Or, maybe you thought I would just bury my face in his lap while he drove, so I didn't owe anything by the time I got home, is that it?"

"I didn't think that at all." Leonard said apologetically. "It's just he was the type of guy, physically, you used to go out with. You know how inadequate I feel around those guys, And, he wasn't a fool like Zack. You know how my mind runs off on tangents with something like that. Let's say I was wrong...please go on."

Penny's face still showed anger, but seeing how embarrassed Leonard looked, her expression softened and she continued with a touch less tension, "Anyway... I didn't think it was going to be a problem with both of us there. I was staying with Amy, you would be busy at the conference, I wouldn't have to see you except with the group."

"Then Bernadette started the whole chain of events, ending up with me in your room. I thought it would be fine. After all, Sheldon was there, what could happen? Then Sheldon left."

"Yeah, it was like night you were drunk all over again, with the same next morning...you not wanting to get back together." Said Leonard with a tightness his voice.

"Hold on," Penny snapped. "YOU were the one that started pushing. Like when I said the shields were up below the waist and you said something about all the things we could do above the waist. YOU, said that you had gotten better about being intense and I did say ONE night, how can you compare the two?"

"What do you mean you said one night?" Leonard exclaimed loudly.

"When I told you it wouldn't be bad specifically for 'just one night'." Penny continued, her voice getting higher. "Which is why I was so pissed the next morning when you said something about getting back together."

"I don't remember you saying one night," said Leonard, dismissively.

"I DO," Penny yelled, anger now evident, "I know I don't have Sheldon's memory and I know I dragged you off, that night I was drunk and just left you the next morning. I was wrong there, and I didn't want you to think there was going to be anything more that one night, at the conference. Which is why I made sure I said one night." Penny's expression of anger bored in on Leonard.

Leonard voice was tense. "I'm not saying you didn't say it. I simply don't remember it."

Penny was still angry, but stopped for a second to cool down. Even so, when she continued the sarcasm was very obvious. "It possible you didn't hear me because you were running over to me. By the time I said 'just one night', you were practically in bed with me. Maybe you didn't hear me because you were so busy running over to me, you weren't even listening to me."

"Oh, very nice, Penny." Leonard said getting angry in turn. "Just a wonderful low blow, accuse me of not listening. Anyway, it doesn't matter, nothing happened."

Penny stopped. She took a deep breath, then let it out. When she continued it was in a normal tone of voice. "I'm sorry Leonard, You're right, it doesn't matter. Can we just calm down? I snapped at you first, and I'm sorry. I've hurt you so bad, so many times, it's just frustrating when I did what I was supposed to do, to make things clear, and it's somehow it's still my fault."

Penny reached out to touch his arm, "Can we just cool down and go back to talking?"

Leonard looked silently at Penny for a few seconds. When he started speaking, he voice was calm and steady. "You're right, it's probably not your fault." I was more than likely hearing just what I wanted to hear. I was still holding feelings for you, and I guess I was still pretty intense when it came to you. Those other women didn't mean as much to me as you did, so I guess it was easier for me to not get intense with them."

"OK, I can accept that," Penny said after a pause.

Penny looked at Leonard, a smile growing bigger, "Although, I thought it was funny when you did that old lady, to get her to give a donation...slut," Penny teased.

While Leonard's anger was gone, his voice show a trace of frustration. "I didn't do it to get the money. She was giving us the money anyway."

"Yeah, yeah," Penny scoffed. Seeing Leonard frown, she continued quickly. "I'm just teasing you. I know you didn't do it for the equipment. You told us that on your way to bed. " I didn't mind her. I knew you weren't going to see her again, and you sorta kinda got pushed into it."

Leonard smiled back, "OK, you're forgiven."

Penny smiled, "I felt so comfortable, teasing you. Even with Big Sur, I felt like we were really getting to be close again. I thought, if we took it slow, we might want to try again. I was thinking I should work up my courage up and try to talk to you."

Penny stopped, and the tears started filling her eyes. She could still feel the pain in her chest, having to catch her breath. "Remember I told you about the "Truth or Dare" game?"

Leonard nodded.

"Well," Penny said, intense emotion clear in her voice. "when you introduced us, I suddenly found myself in my own nightmare. Another women realized you were a great guy and you had started going out with that woman. Now I was scared for a different reason, I realized I may have lost you forever to Priya."


	10. Chapter 10 Priya

**A/N Nothing really for this one. Just the usual disclaimer. These characters own me, as they are owned by Bill and Chuck, and WB, and CBS. **

Chapter 10 Priya

"I was almost physically ill, when you introduced us. Fortunately, Sheldon made that comment about our having sex and I was able to gather myself. I went through the rest of my shift kinda on automatic. Amy came by the apartment, before dinner, to see how I was doing and I lied to her. Telling her I was fine and there wasn't a problem. I didn't want anyone to know how bad it was affecting me."

She reached for another tissue and wiped her eyes. They both took drinks. Penny let out a large sigh and continued, "It was a bit of a shock when I came to your apartment that night and saw you two sitting together. I suddenly realized that if you were going out with someone else, I wouldn't, or shouldn't, be coming over to your apartment."

"Although Sheldon did invite me in and Amy asked me to sit with her, it was a big mistake to be there," Penny remembered. "You two were being so cute. Laughing, giggling, smiling at each other. Like we used to do. That, and hearing about her job and comparing it to what I'd been able to do, just killed me."

"That first night she ate at your apartment," Penny's voice broke and the tears started again as the memories flooded back. "I felt so inadequate. She was smart, beautiful, charming, was quoting Shakespeare. How could I compete with that? I was getting that sick feeling again."

"After we finished eating I went back to my apartment, all I could think of was how I had lost you, and how bad that made me feel. Amy came over a bit later to check on me and I tried, I really tried, to hide it. I started telling Amy how glad I was that you had found someone, but I never made it through that sentence. I broke down and started crying."

Tears were streaming down Penny face, the pain coming back to her. "I couldn't pretend your happiness was making me happy. I know that sounds selfish, but it was the truth. I had my chances and I couldn't bring myself to tell you how I felt. Now, because I couldn't tell you, you were seeing someone else and probably wouldn't even listen, even if I had been able to tell you. "

Penny leaned over onto Leonard. Tears were forming in Leonard's eyes. He wrapped his arms around her and just held on. It took Penny several minutes to finally stop crying and catch her breath, "I'm sorry...now look what I've done, I've made you cry. I shouldn't be crying about this, it's in the past, but that night was so terrible for me. I spent most of it crying. I got almost no sleep."

"It was a good thing I didn't work that next day. I was such a mess. At dinnertime, I went over to your apartment, completely forgetting about you and Priya. I know that sounds silly, after all I was upset all day, but I had been going over there so long, It was just second nature."

Penny paused, remembering how she felt that night. "Sheldon told me you and her went to Catalina. I knew what that meant. You guys weren't staying in separate rooms or separate beds. It hurt all over again. Amy and Sheldon were wonderful, they tried to cheer me up, but it didn't work."

"Part of me was so puzzled how you guys got together. I mean, a week before you were out screwing that old lady, and now, out of no where, you're all of a sudden going out with someone I didn't even know you knew."

Leonard shifted uncomfortably. "Yeah," he said, looking everywhere except at Penny. "Her and I kind of had a history before that day you met her."

"WHAT?" Shouted Penny, her voice rising as she continued. " What do you mean you had a history? Why haven't you told me this?"

Penny was obviously upset. Leonard hurriedly spoke, trying to calm her. "We went out a few years ago."

"When was this?" Penny not quite as loud as before.

"The first time, about eight years ago" Leonard said.

"You knew her eight years? Penny's voice was rising again. "And, what, exactly do you mean by the first time?"

Leonard looked at Penny. She obviously wasn't going to let this go. He knew he had to calm her down before he could continue. He thought about it for a minute.

"First off Penny, you are going to have to calm down." Leonard said, with a trace of annoyance. "You've been telling me things all night and I've tried not to make a big deal of it. If you want to talk about this, I'll be more than happy to explain it all to you, but we're going to do it calmly, not screaming at each other. If all you are going to do is yell at me, I'm just going to leave and go to bed."

Penny stopped, looking at Leonard. She saw the determination, and anger in his face. She took a deep breath, closed her eyes and let it out. _OK, this has been easier than I thought. If I don't keep going, I may never be able to tell him the rest._ _Besides, she's been gone for almost two years, what am I worried about? Calm down Penny._

Penny opened her eyes, and looked at Leonard. "I'm sorry honey. I have no right to yell at you for someone you were seeing when we weren't together. I just want you to know that she is a real sore spot for me. It was just a bit unexpected to now know I almost lost you because you both agreed to restart a previous relationship, I knew nothing about. So you have to understand, before this, I kept thinking she came along and took you away from me. Although I know better, I get upset about it. It was a case of me being stupid and not letting you know how I felt.

Leonard visibly relaxed. "OK, I'm glad you're willing to listen."

Penny nodded her head, although Leonard could see the sadness in her eyes.

"So, yes we had a prior relationship," Leonard began. "It's been over seven years since we first met. Howard and I made a pact that we wouldn't try to date her, to keep us from fighting over her. Well, that didn't work. Her and I were attracted to each other and she wasn't fond of Howard's approach.

Penny smiled. "I'm assuming he was as big a D-bag as when I first met him?"

Leonard chuckled, "Yeah, pretty much. Priya and I didn't date as much as just hooked up every time she came to town. I tried to start a relationship with her, about a year after we first met, but she wasn't interested. We had to keep our hookups secret anyway. Because Howard and Raj didn't like the idea."

Leonard was so involved in telling his story, he didn't see Penny's eyes widen in fear at the mention of Raj.

She quickly said, "So when was the last time you saw her, before you started seeing each other?"

Leonard looked down, "That two week period when you went back to Nebraska, about four months before we got together. She came into town and she spent the night at the apartment.

Leonard could see her hand tighten her grip the back of the couch, but she didn't say anything. Leonard did, the annoyance in his voice obvious, "That was also when I asked Bernadette to find someone for me, and I went to that wedding. Don't forget, you broke up with me. You hurt me and it shook me. I was lonely, I was sad, you hadn't said anything else, and weren't even there."

"I know Leonard," Penny sighed. "I told you it's a sore spot for me. Understand, it's gonna upset me. I've got to learn to control that. It doesn't mean you should stop telling me, or get upset when I get upset. Talking about it will help me work through it."

Leonard nodded and gave a Penny a short smile. "I again pushed Priya to get together. It seems I have a bad habit of that. I even offered to move to India and she turned me down flat the same way she did five years earlier.

Penny stared at Leonard. "So, how did you get together?

"Well, when she came back into town, I wasn't dating anyone," Leonard remembered. "I didn't think you wanted to get together anymore, and thought I would talk to her. We talked for about four hours and decided we would go ahead and start seeing each other, see how it went. After all, she was going to be working here for a while. I wasn't pushy, or pressured her, we just talked about it. I had finally learned that."

"We decided if things went well, we could somehow work things out on a more permanent basis. I spent the night with her and we came into The Cheesecake factory that noon for lunch. So, now you know the how and the why of how we started. Now, what was going on that this bothers you so much?


	11. Chapter 11 The Nightmare

**A/N I'm getting a chapter out tonight, so I can get another chapter out Thursday morning. I will be traveling this coming weekend, so after Thursday morning, there probably won't be another one until Monday. Please let me know how you're enjoying the story, comments are always welcome. Disclaimer, blah blah, blah, I own nothing, blah, blah, blah, they own me, blah, blah, blah.**

Chapter 11 The Nightmare.

Penny sat silent for a few minutes, looking at Leonard. Leonard was watching her, wondering what was going on in her head. She finally stirred, reaching out, she rubbed his leg, and smiled at him. "Thank you sweetie. As I said, I could never figure out how you two got together. It's at least good to know that you didn't just jump into a relationship, with someone you didn't even know. And, yes, I know that sounds hypocritical of me"

There was another pause as they looked at each other. "Leonard, I want ..." Penny paused as she began to choke up. She coughed, and tried to start again, "What I'm trying to tell..." Penny's voice cracked, leaving her unable to continue.

It took several minutes for her to recover and continue. "As hard as it was for me that summer and fall after we broke up, when you started dating Priya I was simply devastated. If it wasn't for Bernadette and Amy, I don't know how I would have made it through."

Penny stared out her window, looking at the lights, like she used to do when she had been drinking after Leonard started dating Priya. How much nicer they looked now, with Leonard near. She was having trouble gathering her thoughts. "We would go out together, or they would come over. They were trying to get me to forget you. One night, it was a week or two after you started seeing each other, they came to take me out."

Penny again halted. _I'm not gonna cry about this. Please let me get through this. "_I kept trying to tell them I was fine being single. I didn't need to go out and find a guy. They were insistent about taking me out to find someone to hook up with. I figured I'd go with them, dance a bit, then say I didn't feel well and I need to come home. Then, they found the snowflake on the nightstand."

"What was it doing on your nightstand?" Leonard exclaimed. "You broke up with me."

"Yes, but remember, I still had feelings for you and it was all I had, if I just wanted to think of you," Penny croaked out. "I couldn't carry 'Leonard' around, after all. So, I carried the snowflake and, at night, kept it on the night stand so I saw it when I woke up. I needed something to remind me of our time together."

Leonard was surprised. "I never knew that"

"Yeah, I usually had it in my purse, so no one would know," That memory caused Penny to smile.

"Why didn't you tell me?"

"I couldn't tell you. You were going out with Priya," Penny said sorrowfully. "I wasn't going to go in and break up a couple, even if you were the guy, and I wanted to get back with you. But, that night, Bernadette talked about picking up a guy, and then leaving him in the morning. Then they found the bag and we talked of you and how you were special, a one of a kind, like the snowflake."

Penny stopped, remembering how bad it hurt to look at the snowflake that night. "I stood there looking at the snowflake, thinking of you, thinking of how you got it for me. Then I started thinking of you being with Priya, thinking of how I had lost you and my resolve about being fine being single crumbled. I figured you had Priya, I could find someone for me, so we left."

"Several guys bought me drinks, I danced with a few, and in the old days, I would have either went home with one or brought one of them here. But, I couldn't do it. I was thinking of that snowflake and of you. Then I thought of my 'Leonard' sitting in my room and I realized I didn't want some random guy I picked up. I just had Amy and Bernadette take me home to my version of Leonard."

"Then things got worse. Priya told you she wanted you to stay away from me, and you had that clumsy attempt to get me to stay away from you."

"Yeah, I messed that up pretty bad, didn't I," Leonard said.

"Yeah, you did, but I figured it out." Penny broke into a small smile, "To be honest, I got where Priya was coming from. I think she sensed that I still wasn't over you."

"Well," Leonard said. "She may have sensed that I still had feelings for you."

"What?

"When I started going out with Priya, I thought she could help me get over you. I tried to fool myself that it was just strong feelings for a friend, but even going out with Priya, I continued to think of you on and off."

"Another case of us not talking to each other." Penny said.

"That's why I wanted in here tonight. We've done way too much ignoring things and not talking through things."

"Actually," Penny said dejectedly, "I've done too much blowing you off and distracting you with sex, because I didn't know how to handle it. I didn't want to let you in tonight, until I thought about how well things have been going, just by talking about it."

"Anyway," she continued, "I was determined not to do anything that would cause problems between the two of you. So I walked away. On the bright side, I knew we would see each other occasionally, so I looked forward to those moments."

"Did you hear me start after you?" Leonard said.

"No, when was that?"

He shook his head, "Right after you left. I stood there for a few seconds, and decided I couldn't just drop you out of my life, but with the contacts in, I ran into the door."

"Yeah, those contacts," Penny chuckled. "I didn't understand why you wore them, but, I kept quiet when Priya was trying to get you to change. You were going out with her, not me. Well, at least I kept quiet with you. I bitched the whole time to Amy and Bernadette."

Penny thought for a second, "I was puzzled. New clothes, contacts, you told me she didn't understand your game stuff, when you called about your car breaking down. Then I find out you lied to her. That wasn't you at all. What was going on?"

Leonard shrugged, "I was trying to help Sheldon, but as she didn't understand the game thing, I had to tell her I was working late, so I could go with the guys to get Sheldon's stuff back. Which is why I called you."

"That wasn't an answer," said Penny. "What was going on with you?"

Leonard look away from Penny, "I was trying to make sure she stayed with me. If she wanted new clothes, contacts whatever, I was going to do it. I didn't know any better. But, I called you, for help, because I knew you wouldn't make fun of us, you'd understand and help us."

"Hmmmmmm, even though you knew you weren't supposed to see me?"

"Yeah, even then," said Leonard. "We needed help, and I knew you would come out to us and do whatever you could to help all of us, even if you were supposed to stay away from ME."

"Well, you were right," Penny smiled. "I wasn't going to leave you guys out in the middle of no where." The problem was staying away from you, meant staying away from the other guys, and the group,"

Penny shook her head and said, "One of the worst things about staying away, was finding out that Howard and Bernadette were engaged. I set them up, I helped them get back together. They got engaged in front of the group... and... I... missed ...it."

She struggle to keep the tears from forming. "I was the only one who wasn't there. I had helped get them back together, and I WASN'T THERE, when everyone else was there for the proposal. It just wasn't fair."

Penny grabbed a tissue and blew her nose. She had managed to stop the tears as she thought about what she was going to say next. "She had become my best friend... I know Amy likes to say she is, and I play along, but really, Bernadette and I seem to connect a lot better. I do really love Amy, we had become good friends but Bernie's really the one I feel closest to and I missed sharing her excitement at getting engaged."

"Yeah, I can understand that..." Leonard said. "You two are fairly similar. Both mostly sweet, beautiful, but both of you have a real mean streak in you." Leonard chuckled, "Bernie's mean streak borders on an evil psychotic bent and you got the 'going all Nebraska' thing going on." Leonard looked at Penny, smiling.

Penny laughed, "And don't you forget it!"

They both grinned at each other.

Penny smile slowly drifted away, as she considered her next words. "After that, things hit rock bottom. I found out that you were thinking of going to India during the summer, to meet her parents."

How'd you find that out? Leonard exclaimed.

"Bernadette told me," Penny said simply. "I thought that meant you two were getting engaged. But, Bernadette told me Priya had said that it was too soon to think of getting married." She was looking at Leonard's puzzled expression and smiled. "Bernadette was texting us that night you and Priya ate with Howard and Bernadette."

"Well, that explains how strange Bernadette was acting that night," Leonard said.

"Yeah, she was panicking there for a bit," said Penny. "Going all the way to India to meet her parents wasn't something you'd just do, if you're not seriously thinking about at least getting engaged.

Leonard gave a short little laugh. "Yeah, one of the things causing problems was she wouldn't introduce me to her parents while she was skyping with them. She didn't want them to know she was dating an American."

"That sounds like something of a mixed signal," Penny said.

"Well, don't forget, we were still figuring out the relationship," Leonard said. " We were still not seeing eye to eye on the telling her parents thing, actually, we never did. Although, I hadn't told my mom yet either. I don't think you knew Priya had an offer to stay here permanently and she was thinking about getting her own place, with me probably moving in with her."

"I can see that being a big problem, if she wasn't telling her parents." Said Penny, trying to hide her shock at those last two bits of information, realizing she had been closer to losing him than she thought. "After missing Bernadette's engagement, I had an idea. I could always be friendlier to Priya. Try not to blame her because I screwed up. If I could get her to accept me, maybe I could at least be part of the group again. I so missed that."

"Well, where did you think you were going to be able to talk to her?" Leonard asked quizzically.

"I didn't know, I just wanted to be ready." Penny said. "It finally happened when Howard's mother was in the hospital. Remember Priya and I went to get coffee? Well, we talked." Penny smiled mischievously.

"What about?" Leonard said as he nervously smiled.

Her grin got bigger, "I told you we were comparing notes on how you were in bed?"

Leonard grinned back, "So what did you two decide about me? You know, I told Raj that it didn't matter because I was the K... Leonard suddenly stopped, his grin dropped away, and his face became pale. Penny immediately knew what was coming, fear rising in her eyes. Leonard's expression became very sad. He just stared at Penny and whispered, "Raj."


	12. Chapter 12 A Night With Raj

**A/N Ok, I don't expect to update again until Monday. I'm on vacation and will be traveling, on the road, starting Friday, with tomorrow prepping for the trip. I'm sorry to leave you hanging at this point, but it can't be helped. As usual, I don't own any of these characters. **

Chapter 12 A Night With Raj

Even though she was expecting that one word, the shock froze her. The shame and horror at the other three guys watching as her and Raj entered the living room from the hallway washed over her again. The look in Leonard's eyes and on his face came flooding back. It was a mental slap to her whole being.

"L-L-Leonard, you're going to have to give me a few minutes. I'll tell you anything you ask me, but there are parts I HAVE to tell you. I just need to make sure I have all my emotions in check and everything straight in my mind. OK?"

Leonard nodded, he needed some time to recover, he had almost started crying himself.

Penny got up, walking to her bathroom. A jumble of thoughts running through her mind. She knew, no question in her mind, she was going to tell Leonard everything. His idea of "No Secrets" guaranteed she was going to tell him. _Just make sure you tell him everything, the good and the bad. He deserves to know. _

She finished in the bathroom, washed her hands, then her face. Again, running though all the memories in her mind. Looking in the mirror, she wanted to yell at the person there. _You hurt him again you stupid bitch. What is the matter with you? This man has done nothing but do everything he can for you. You know you care about him deeply, why can't you just accept his love? _Penny couldn't look at herself any longer. She slowly turned and started out to the couch.

On the couch, Leonard was also struggling with his emotions. _Why an I so upset over this? I wasn't dating Penny, she could sleep with whomever she wanted. I told Raj, he could bring girls over. Hell, I was screwing his sister in his bed, and he didn't like it. So, why am I struggling over this?_

He had told both Penny and Raj it was OK. Raj, a day or two later, Penny, a few days later, just before she found out she got the hemorrhoid commercial. At least the logical part of his brain thought it was OK, the emotional part wasn't letting it go. _I should have realized my mind hadn't allowed me to forgive them both by the emotions kicked up whenever that morning was mentioned. _

His almost breakdown here tonight was another quite clear indication that while he may have thought he'd forgiven them, it was quite obvious, his mind had other ideas. _ I have to figure this out, otherwise I don't think I'll ever get over it._

Leonard stood up as Penny walked out. She came around to stand next to Leonard. They both simply looked at each other with shame, sadness, and hurt. But, there was another emotion they both shared, love. They were both hoping their love could get them past this. Suddenly, they fell on each other, holding the other person tight. It wasn't so much a hug as the two of them just clinging to each other. They finally broke, and Leonard spoke first.

"Penny," he started. "I have to know the how and why, especially the why. I know I have no right to demand it. However, emotionally, it felt like it was such a betrayal of me. You both had to know how that would affect me. That was such a kick in the stomach that morning."

Penny sat down, preventing her legs from collapsing from under her. _Where do I start? How do I do this without hurting him again?_ She was looking at Leonard, considering all of her options as to where to start. She kept looking at Leonard, trying to think of how to start. Nothing would come."

Finally she said softly. "Leonard, I'm just not sure where to start."

"Why not just start how you two got together" Leonard suggested.

Penny thought back to that night. The memory of finding out Leonard had moved in with Priya was still painful.

"Okay," Penny started. "I'm going to start where I came into the apartment. Sheldon had changed the WiFi password and I wanted to get on the internet. I came over, asked where you were and found out you had moved in with Priya. I thought you were thinking of meeting her parents and now you were living together. I had no idea how to react. Really, there was nothing more for me to do, you were simply no longer available to me."

"Not really," said Leonard. "It was that night that I found out that Priya was moving back to India. So, all that was moot."

"But, I didn't know that. As far as I was concerned, you were hers and I was not going to break you up. You know I don't like cheaters." Penny said sadly. "All I knew was my feelings for you. I was confused about what to do about it, but I had strong feelings for you. But, you were living together now, so, to me, it was all my feelings that were moot."

Penny hung her head, Leonard could see several tears fall. He understood and felt bad for Penny, but his own pain and anger was still there. With her head down, Penny didn't see the anger in Leonard's expression.

"Sheldon and Raj invited me to stay for dinner," Penny continued. "Raj had wine and at one point, I realized I was feeling too good. So, I refused a refill. Then Sheldon started going off the deep end about something and I told Raj to give me some more, you know how I get when Sheldon spouts off. Then Sheldon went to bed."

Penny was surprised at how good this felt. Reliving that night was proving cathartic. She also realized it only felt good because the man she was telling this to, loved her and was willing to hear and forgive how she had messed up.

"We opened a couple of more bottles while we continued talking. Raj was talking about his problems. I did something I hadn't even done with Amy and Bernadette. I told Raj what a huge mistake it was for me to break up with you. How you were such a great guy. Between realizing my mistake, thinking about you and Priya being together, and me being I drunk, I guess it all rolled together to allow me to actually admit it out loud."

Penny stopped for a minute. She wanted to continue, but the words wouldn't come. She reached out for Leonard's hands, looking at his hands, she said. "Please hold on. This is going to be very difficult." She again missed the expression of pain and anger on Leonard's face.

Leonard squeezed her hands. He tried to look supportive but the whole thing still angered him. _Why is this pissing me off so much?_

Penny voice croaked "I was feeling depressed because of you and Priya. Raj was feeling down because women didn't want him. Penny stuttered as her voice dropped to a whisper. "I-I-I don't remember how it started, but I remember we were kissing. But then, nothing, until I woke up the next morning"

Suddenly, all the anger over that situation boiled over in his mind. Leonard looked at Penny disbelievingly and snapped at her, "What? Do you really expect me to believe that?"

Penny was surprised by the anger in his voice. "What do you mean," she said?

"That you were just too drunk to remember what happened," he said mockingly. "That you could just sleep with anyone and then you could say, I was too drunk. How convenient for you."

Penny was confused. _He doesn't believe me? Why is he so mad? What is happening?_

Leonard stood up, looking at Penny he said coldly, "I can't deal with this right now, Penny. You said you needed a few minutes to get it all together, well, so do I." With that he turned and walked into her bedroom, continuing into her bathroom.


	13. Chapter 13 Discussion

**A/N Thanks for your patience. Traveling limits my free time. I'm at our first stop and will be for the next week or so. This should allow me to update on time every second or third day. Again, please let me know what you think of the story or if you are enjoying it. I know I'm enjoying writing it. Oh, yeah, CBS, WB, and the creators of TBBT own these characters. The characters beat up on me.**

Chapter 13 Discussion

Penny was crushed. _He's supposed to help me through this. He thought he knew what happened, why is he so mad now? What have I done? _ As the reality of Leonard's anger set in, she started thinking of how big a mistake she had made telling Leonard about this. _He told me no secrets we'll work through it. His words were all bullshit. _As she thought of that, her anger rose.

Leonard was washing his hands, trying calm down. _I'm being stupid. Let's be logical about this. I've know for two years she slept with Raj. And haven't thought about it since last fall. I've got to get myself under control. _

He was trying to figure out why he was so upset. A germ of an idea pop into his mind. He thought about it for a minute or two, thinking he could explain it to Penny. He couldn't take back the words, he just hoped she would understand and forgive.

He walked out to the Living Room, but he didn't see Penny on the couch. He turned to the kitchen, but he didn't see her there either. Looking towards the door, he saw her standing near it. "What's going on?"

Her face was a mixture of anger, frustration, and determination. The anger, in her voice, was barely controlled when she spoke. "I think you just need to go home now"

"Wait, I'm sorry Penny, listen to me," Leonard asked.

"No, there's nothing to listen to! You said no secrets." Penny was no longer able to contain the anger in her voice. "I agreed with that, and I've been trying to tell you what was going on, and it's all been the truth. I told you at the beginning that there were going to be some difficult moments, and you told me that we would talk about it, work through it."

"And now, you're mocking me, telling me you don't believe me," Penny was starting to yell. "You're basically calling me a slut and telling me I'm lying about it. If that is where we're at, right now, there's no sense is trying to talk it through. So just get the hell out!"

Penny started to open the door, but she didn't know Leonard had locked it when he entered the apartment. When it didn't open she tried jerking on the doorknob. The door didn't budge. "Dammit, what the hell is wrong?" Her anger and frustration boiled over as she began pounding on the door. "Why isn't this damn thing opening?"

"Fuck it!" she finally spat out. She turned and started walking toward her bedroom, yelling at Leonard, "Just leave. Get the hell out of here and leave me alone."

As she tried to walked past him, Leonard reached out and grabbed her. She struggled to get away, but Leonard held on. "Please Penny, hear me out. I shouldn't have said those things...let me explain."

She was still trying to pull away, but Leonard wouldn't let go. He repeated, "Hear me out, Penny. I'm sorry."

Penny stopped, looking at Leonard. She saw his anger was gone, replaced by a look of contrition and anguish. She was still very angry and the sarcasm was heavy in her next words, "What? You're sorry now? Or, is it I got mad and you're just back to groveling to keep me happy?"

Leonard face fell even further. "No, Penny. I screwed up. Even if I was angry, I had no right to take it out on you. I told you I had forgiven you, so I have no right to yell at you. But, you should know this is a sore point for me, much like Priya's a sore point for you."

Penny immediately realized what Leonard was going through. She had felt it when talking about Priya and with that realization, her anger disappeared almost instantly. "Oh, god, Leonard. I'm sorry. I understand the anger, remember it happened to me earlier?"

Leonard's face was still a study in sorrow. Penny saw that and reached out to hug him. Leonard just wrapped his arms around her and held on. The clung to each other for a couple of minutes.

Penny pulled away, still holding Leonard's hand. Leading him to the couch. She had him sit and then sat next to him, never letting his hand go. "It's OK honey, we'll just take some time here. Let me know when you're ready."

Leonard was looking at Penny. He felt his love for her as he looked at her. He again reached out and pulled her into a hug and whispered another "I'm sorry," to her. After several minutes, he released her looking into her eyes. "Please forgive me Penny. I had no right to...

"No, you had every right to. Let's forget it Leonard," Penny said. "No, wait, let's not forget it, but let's see if we can work through your feelings, as you want to work through mine."

Leonard spoke softly, "I think I know why, but do you want to finish first?"

Penny thought about it. "No, go ahead and tell me what you want to tell me. I want to hear what you have to say, before I finish."

Leonard smiled at her. "OK, but first, we have another rule. We don't get mad at each other. The first part of this went so smoothly, the last couple of things have gotten us angry at each other. As you said, we can't do that, and still try to talk this through. It's OK to get upset, it's not OK to take it out on the other person. OK?"

Penny nodded and leaned in to kiss Leonard. After breaking Penny said, "OK, now tell me what's going on with you."

Leonard thought about those days right after that night, "I was so concerned about Priya leaving that I fooled myself into thinking all I had to do was to tell you and Raj not to worry about it, and it would all get better. I told Raj we were OK a day or two later. I wasn't really. It's strange in a way, I was more angry at Raj for not telling me Priya was leaving. Even a few days later, at paintball, I was yelling at him because he didn't tell me, not that he ended up in bed with you."

"Right after paintball, you came over and told us you were leaving. Well, as upset as I was about Priya, I couldn't imagine having you leave also. As much as I thought I was in love with Priya, you were a bigger part of my life. It just wouldn't be the same without you, across the hall. So, I simply told you not to worry about it. I'm not sure you heard it, as you were on your phone to your agent."

"No, I heard it," Penny smiled.

"Yeah, well, Priya and I were trying to work out how our relationship was going to go, with her in India and me here," Leonard continued. "I tried to get her to tell me why she didn't tell me she was leaving. You were gone to film the commercial, then Priya left earlier then planned, which upset me even more. When, you came back, we would only see each other occasionally. We didn't really talk about it, but I was thinking everything was worked out.

"And, you know, we were never really alone together until I wanted to ask you about that girl I met at Stuart's store, while I was still dating Priya. I couldn't ask you about it then, as I was asking you how to cheat, how stupid was that?"

Penny scowled at him, "That made no sense to me. You wanted me to OK cheating. What were you thinking? Hell, I wasn't going to have you cheat to be with me, why would you think I would be OK with it?"

Leonard hung his head, "I don't know what was wrong with me. Priya was gone, I wasn't with you. A woman was attracted to me, it just made me feel good."

Penny didn't let him off the hook, "That's not a reason to cheat. If you didn't want to be with Priya, you should have broken up with her."

Leonard nodded. "You're right, can we come back to this?"

Penny smiled and patted his leg, "Of, course."

"By the time I got to that point, I didn't want to upset anything by bringing up what had happened. I had told you it was OK, so I had simply buried all my feeling about the matter, as a result, I still hadn't handled them.

A few months later, after we got back together, they were pushed even further back. We were in beta test and I didn't want to mess things up by bringing that back up. That's was why I reacted the way I did, just now. It's because I've never worked through my feelings about what happened that night. It's the first time we've talked about it and the feelings were a surprise to me. Can you forgive me?


	14. Chapter 14 Aftermath

**As always, all comments are welcome. Several replies to guest comments have been added to the comment section. Normal disclaimer applies: I own none of the characters. Federal, State, and Local taxes all apply. Tower and Local 911 fees are all applicable.**

Chapter 14 Aftermath

Leonard was looking at Penny, for some sign from her. She smiled at him as she said, "Forgive you? There's nothing to forgive. Look at it this way, Leonard. You're not over what happened with me and Raj, and I'm not over you and Priya. I don't think they're similar situations, I screwed up with Raj. You didn't, as far as our relationship goes."

Leonard nodded, "But, I still feel like I cheated on Priya. How does that affect how you think about me? After all, I'm a cheater, right?

"No, Leonard, I don't think of you as a cheater," Penny said emphatically. "I know I grilled you about it just now, but If I had been concerned, I wouldn't have gotten back together with you. The situations are in each of our heads."

She reached out to hold his hand, "Getting over Priya is something I have to work out, you can't do it for me. Getting over Raj and I is something you have to work out, I can't do it for you. But, we should be able to help each other through it, OK?"

"Penny, at this point, we should be able to help each other over anything that comes up," Leonard said.

"Well, to help you," Penny said. "I'm going to tell you what happened the next morning and when Raj came over to Amy's, OK? I want you to know, what I'm telling you is the truth. You have to believe me Leonard."

"I'll try Penny, I really will," Leonard said with determination.

"OK," she took a deep breath and plunge ahead. "I told you I didn't remember anything until the next morning, right? That next morning, when I woke up, I realized where I was at, your room. I was so happy as I woke up in your bed, thinking it was you who had their arm across my stomach."

Leonard's eyebrows arched in surprise.

"Think about that Leonard," Penny said with disgust in her voice. "A few minutes ago I gave you a hard time about trying to get me to make you feel better about cheating. I told you I wouldn't have you cheat, even with me. Yet, here I was happy that I woke up in your room, thinking I was with you. Which meant, I guess on some level, I was OK with you cheating with me."

Leonard just looked at Penny.

"But, when I looked down at the arm, I was shocked and confused," Penny said softly and sadly. "The previous night out in the living room came back to me and I realized who's arm it was. When I turned to look, sure enough, there was Raj."

Penny hung her head and tears formed in her eyes, "All I could think about was getting out of there before we were found. I tried to talk to Raj, but he still couldn't talk to me. I threw my clothes on and started out of the room. Can you imagine my shock and horror when I got the living room and found the three of you there?"

Leonard looked at Penny and just shook his head, "Yeah, you probably weren't all that happy."

"I didn't think there was going to be anyone there, and you were all there," Penny exclaimed. "I was screaming in my mind, _What are they all doing here_?" I mean you were living with Priya at Raj's, and what was Wolowitz even doing here?"

Leonard gave a small rueful chuckle. "You didn't know about Priya moving back, the fight we had, and how I left all mad at her. You certainly didn't know Howard got mad at Bernadette because Bernie bought a Rolex for Howard, making him feel like a kept man.

"Annnnd, of course," Penny said sarcastically, "you both show up on the morning when I'm walking out your bedroom with Raj, frigging perfect."

"Yeah, your timing was always good."

"Not funny Leonard." Penny said, glaring at him. "After I ran out of your apartment, I got to mine and broke down crying. I had made a mess of my entire life, hurt all my friends, I just screwed it all up."

Amy came by later and she tried to cheer me up, it didn't work." Penny said. "I decided I wanted to get out of there for a while, but when I opened my door, there you were."

"Yeah, THAT was real smooth of you," said Leonard.

"I panicked, what else can I say. I just couldn't deal with seeing you. So I asked Amy if I could stay at her place for a few days, so I wouldn't run into you. It would give me time to think over what I was going to do, and how I might fix my relationship with you, with Raj. with everyone. It was there that I decided that I had messed everything up too badly to fix. I wasn't doing anything with acting, so all that was left was to leave Pasadena and go back to Nebraska."

"It wasn't that bad, Penny." Leonard explained. "Yes, it hurt me. But, as I said, you were single, I had a girl..."

"Hold on, Leonard," Penny said quickly. "There's more."

"OK," said Leonard, "continue."

"While I was over at Amy's, Raj came over." Penny began. "He wanted us to start dating. Of course, there was no way that was going to happen, as that night wasn't something I planned. I mean, he's a friend. Not a dating partner. Which, of course was going to hurt Raj. I had gotten to be an expert on hurting friends. Even so, I told Raj no, I just wanted to remain friends."

Leonard tilted his head. "We were friends several times during the relationship. Are you saying I wasn't a dating partner?"

"No, Leonard. Every time I tried to be your friend, it was because I wanted to stay close enough to become your dating partner again."

Leonard was listening to Penny intently, but she paused. "I know I asked before Leonard, but this is something you have to believe when I tell you. I absolutely am telling the truth here. Promise me, Leonard."

Leonard looked quizzically at Penny, the pleading in her voice was obvious. He nodded his head, "OK, I promise."

Penny began. "After I told him I wanted to stay friends, he told me what had happened that night. He explained that after we went to your room, and got into bed, he had trouble putting the condom on. He said I tried to help, but he came before it was completely on him," Penny said sheepishly.

Leonard looked dumbfounded, "What?...you mean...then you didn't..."

Penny hurriedly continued, "That's what he said. There's really no reason to disbelieve him. After all, he asked me to not say anything to anyone about what happened. I guess he was embarrassed. I told him I wouldn't say anything, so you can't tell him you know. I simply couldn't go around trying to hide this from you. No secrets, remember? Besides, I owe you so much more than I owe Raj."

The relief on Leonard's face was obvious, "I won't say a word to him. Oh, Penny, that is such a relie..."

"Hold on Leonard," Penny stopped him. "It's not that much of a relief. I thought it was, but then I thought about it. Just because we didn't have sex, doesn't let me off the hook. Drunk though I was, the intent to have sex was there. Think about what trying to help him put it on means."

"I've thought about it," Penny said with self-loathing. "I was in bed with him, I was naked, I very probably was holding his dick, and evidently, I did get him off, even if it was just by accident. Just because I didn't end up screwing him, doesn't mean I should feel good. Why should I feel good about not screwing him? After all, the only reason I didn't have sex with him was because he had no control?"

"Penny," Leonard said, relief still visible on his face. "You didn't. You can feel bad all you want to, but in the end, you didn't do it. I was sober and I almost ended up in bed with that girl that liked comic books, while I was still dating Priya. I almost cheated. Hell, you can say I did, because I went there with the intent to have sex with her. You may have had intent, as I did. However, I want you to know that knowing you didn't, makes a big difference to me."

"It's not right, Leonard," exclaimed Penny. "I was naked, in your bed with another man, even worse, one of your friends. As far as intent went, were you naked with her? Putting your hands on her? I was, that makes it that much worse."

"No, Penny," Leonard said. "I was not naked with her. But the situations are different. I don't know how many time I have to tell you this. You were not dating me, so you weren't cheating on me. I was dating someone, I went to another woman's apartment thinking, no knowing, I was going to have sex with her, while still dating someone else. Which in my mind makes it worse. Can you deal with that? That I was going to cheat?"

Leonard continued, "As far as I'm concerned, we're good. I'm sure I still have some things to work through, but telling me what happened has lifted a huge weight from me. It may sound hypocritical and a cop out, and I'm not sure I can explain it, but the fact that I didn't actually do it, somehow means something to me, even if I have to work some things out. So, knowing you didn't do it means something to me also."

"See, that's why I can deal with it. After all, you stopped...," Penny said. "As far as what I did, I can't let it go yet. I look at it as just another terrible thing I've done to you."

"Penny." Leonard said softly, "Do you know why Priya and I broke up?


	15. Chapter 15 Unattached

**A/N Normal disclaimer. See almost any previous chapter. Any reviews are appreciated, so please leave a review.**

Chapter 15 Unattached

The sudden shift of topic threw Penny for a second, "Ahhh, wha... I thought it was because she was in India and it wasn't working."

"Well, that might be a small part of it," Leonard explained. "The bigger reason was she had sex with her ex-boyfriend.

Penny's eyes widened, "I didn't know that Leonard. I'm so sorry."

Leonard shook his head. He patter her leg while smiling, "Don't be. As a result of that, I'm here with you now." Penny looked surprised, then smiled.

"Anyway, she told me about it when I called to confess to what I almost did with that girl. This was what I was trying to say earlier. Priya and I were seeing each other. We were supposed to be boyfriend and girlfriend. I stopped, she didn't. I called her as soon as it happened, to confess. She didn't call me and only told me two weeks after she did it, when I called to confess."

Leonard looked down, "I'm not proud of what I did and I'm not condoning it, but in my mind, her actions were worse. I know that sounds like a double standard, since I felt I cheated, but those are the differences in my mind, on what happened.

Leonard's head came up, and got a far off look, "I sometimes think that Priya and I were both fooling ourselves into thinking we were in love. If we were in love, neither of us would have been looking to fool around. If we cared about the other, we would have broken up first, to spare the other person. I can't believe at one point I thought I was ready to marry her."

He looked into Penny's eyes, "As bad as it was when you broke up with me, it would have been much worse to find out you were screwing someone else. I've explained I still feel as if I cheated and as far as I know, you've never cheated on me. So just forget about what happened with Raj."

Penny looked thoughtful. "No, Leonard, I've never cheated on you, I never even thought about cheating on you, but I can't simply forget it. I'll accept that you really believe that it's OK now, but as I said, I still have to work through what I did. Remember, this isn't you forgiving me, It's me forgiving myself."

Penny smiled, "The wonderful part is, I now know, for sure, that I can turn to you for the help if I need it. I wasn't sure earlier tonight, after you getting upset and making those comments, but I really can't blame you for being upset. Even if it upsets you, you're willing to listen and help, that makes me feel so safe. I hope you feel safe enough that, you will be able to talk to me if something comes back to haunt you. We do have that now. No secrets, right?"

Leonard smiled at Penny, "Yes, we have that now, no secrets. I don't think that not getting upset is something we can control, but not getting angry at the other person if we're talking is something that has to happen. It appears, that we both still believe we cheated and have to work that out in our own mind."

Penny was staring at him. "Yes, I suppose we do. Along with me working out Priya and that night for you. How about we do this, since those things are in our own minds. We don't just bring it up...no wait, that's not right.

Penny thought about it for a second, "I'm not saying not to talk about it. We just make sure that we let the other person know that we want to discuss those things, before saying anything. That way, we both understand were not to get angry at the other person."

Leonard grinned at her, "That sounds like a very good idea. This way, we can try to work it out, and ask for help if we need it, and we know we can't take it out on the other person, when we ask for help."

Penny smiled back at him. "Agreed then."

Penny paused for a minute, "OK, let me continue. After telling you guys I was leaving, I got the call about getting the commercial and told you I was staying. The next week, I went to where they were filming for a couple of weeks. When I got back, I found out that Priya was gone."

Penny looked lovingly at Leonard, "I wanted so much to come over and talk to you about her leaving early. With how bad I felt about doing so much damage to our friendship, I couldn't do it. I thought I was probably the last person you wanted to see to talk about it."

"Actually," Leonard said, "I would have loved to talk to you. Priya would barely talk to me. I think it was because she was embarrassed about not telling me. We talked for a couple of days before she left, but that was about keeping the relationship going. She wouldn't say anything about leaving early and not telling me. When you got back, I so desperately wanted to talk to you about it. But, I knew it was going to be awkward enough without talking about my girlfriend problems with you."

"Why would you even want to talk to me?" Penny, shame in her voice. "In just over a year, I'd hurt you very badly three times. I wanted to work everything out in my mind, make sure I was absolutely clear and sure about everything, before I would even think about coming over here. I couldn't imagine what you were thinking, about her, about me, about everything."

"Well," said Leonard. "I was so busy trying to get things to work with Priya, as I told you, I wasn't even worrying about that night. At least that is what I thought. You know it took almost two months before we said anything more than hi. "Well, except for when the whole group got together to watch your commercial, and I found that out from Sheldon. And even after that, we would look away from each other when we talked. It was another couple of months before you came over to eat."

"Like I said," Penny said softly, "I couldn't come up with anything that would, in my mind, make it better. As a result, there was no sense rushing over, before working it out. It slowly got back to where we could talk to each other, without embarrassment."

Penny smiled. "We started talking more in the hallway and I started coming over for dinner, more and more often. It seemed as if we were back to being just friends and I didn't think it fair to you, after what I felt I had done, to push it to get to even be closer friends. So, to keep myself scarce, and I don't think you knew this, not even Bernadette and Amy knew, I had started dating again."

Leonard looked shocked, "Whaaaa...When? Why?"

Penny looked at Leonard, "As for the when, it was a couple of nights before you went to the wedding with Amy. The why?" Penny paused, then continued sadly, "Looking back, I felt as if you weren't an option anymore. In my mind, I had screwed up our relationship permanently, and you were working real hard to keep your relationship with Priya going. That made me feel as if I was single and unattached, so dating became an option for me."

"But, from what you said earlier, no sex?" Leonard asked.

"No sweetie, no sex," Penny said softly. "Well, no coitus, as Sheldon would say. Making out and some petting, 'spinning the teacups' as I told Sheldon's mom."

Penny looked reflective, "One thing I learned was to not jump right into bed on the first date. Another was I talked to the guys several times before going out with them. After Zack, and hanging with you guys, I just didn't want to deal with...how about I just say those who didn't think the Earth was flat. I also wanted to talk to them to make sure they weren't jerks."

Penny smiled at Leonard, "You spoiled me. I didn't want to deal with the crap I had to deal with, with the type of guys I had gone out with before going out with you. I walked out on one date when he started talking about how buff he was and how good I would look on his arm walking down the beach. He hadn't sounded like a jerk when I had talked to him, but in my experience, those comments were an indiction to me he was headed that way."

"How many guys did you go out with?" Leonard asked.

"Four guys," Penny said as she counted them off on her fingers. "The first was only one time, a short goodnight kiss. The second was the one I walked out on. The third I went out with twice and had some light petting. The fourth, I went out four times, and got into a bit of heavy petting.

"What exactly is the difference between light and heavy petting?" Leonard asked suspiciously.

"Leonard, I know we said no secrets, but you were still with Priya," Penny said sharply. "You didn't even know I was going out, nor did you know the guys. Let's just say that sexually, there was nothing below the waist. As far as specifics go, that's all you're going to get." A wicked grin spread across Penny's face. "Unless you want to share the details of your sexual experiences with Priya."

Leonard put his hands up as he smiled at her, "OK, OK, I withdraw my questions about specifics. Hmmmmm, four dates, and no sex?"

"Yeah, I think that's some sort of record for me," Penny chuckled. "He was pressing, you know, the third date rule, but I held off. It didn't feel like the right time. Hell, to be honest, none of them felt right."

"Why did you quit dating him?" Leonard asked.

Penny looked down, "It was right after that disaster of a night we went to the movies together. I called him and told him I couldn't see him anymore."

Leonard looked surprised, "Why Penny?"


	16. Chapter 16 The Morning After

**A/N Several things. First, please leave reviews, I want to make sure what I'm thinking is actually coming across in the story. Second, there is a Marston's on E Walnut in Pasadena, more about that next chapter. There are several paragraphs that are close to being rated M (I know I rated the whole thing M, but, fair warning). It's not any worse than Penny's description of what she thought had happened with Raj in a previous chapter, just letting the readers know, as I forgot to mention it that chapter. And finally, I was going to wait until tomorrow to update, but I want to get this out as I will be on the road again starting Wednesday. So you will get another one on Wednesday (I'll spend Tuesday night on the final edit) and then none until the following Monday. As usual, the I don't own the characters disclaimer.**

Chapter 16 The Morning After.

Penny was lost in thought. After a few minutes, Leonard spoke up, "Penny?"

Penny shook her head, "Sorry honey, I was trying to think a bit. But, I'm really tired." Can we stop here? I promise we can start again tomorrow."

Leonard smiled at her, "Of course. I'm a bit tired also, good thing neither of us has to work tomorrow. How about we sleep in and I'll take you to brunch?"

"Do I get to have a few mimosas?" Penny said with a grin.

"Sure, along with me," laughed Leonard.

They both got up from the couch, Leonard taking the glasses, and Penny taking the empty bottles and chip bags. She placed the plastic water bottles, along with the wine bottles, in the bag she kept for recyclables, then dropped the chip bags in the trash. Leonard washed the glasses and left them in the sink to dry.

He started toward the bedroom, on the way he collected Penny and they walked into the room together. Penny drop her robe on the floor next to the bed, continuing to the bathroom. Leonard was more careful, folding his robe over the chair, before going to the bathroom.

They took turns getting ready for bed, both of them quiet, thinking about the night. Leonard walked out, pulled back the covers and slid into bed. Penny came out of the bathroom, and looked down at Leonard. She came over to sit on the bed with a smile.

"Sweetie," she said shyly, "can we not have sex and just hold onto each other tonight?"

Leonard nodded, but he had a puzzled look on his face.

Penny saw the look and wanted to explain, "This night took a lot out of me. You know how much I hate talking about my feelings and though I feel so much better after telling you these things, I just feel drained, emotionally. I just need you to hold me and make me feel safe, especially after finding out how close I came to losing you to Priya, if she had stayed."

Leonard smiled as he reached up to touch her face. "I would love to just hold onto you and make you feel safe tonight. Remember, you don't have to worry about Priya anymore, ever."

Penny smiled, stood up, and walked to the other side of the bed and got in next to Leonard. The met in the middle, arms wrapped around each other, Penny face buried into Leonard's neck. They held this embrace for several minutes, Penny listening to Leonard's heart beat. She raised her head, until her lips were next to his ear. "I love you, Leonard," she whispered.

Leonard pulled her tighter to him, and moved his head just enough to have his lips near her ear. "I love you, too," Leonard said softly.

The held each other like this for several minutes, then Penny rolled over onto her other side. Leonard slid his left arm under her pillow. Penny snuggled back into Leonard, intertwining her fingers with his. Within minutes, they were both asleep.

Leonard woke up, his face buried in Penny's hair, the scent of green apple filled his nose. He opened his eyes, his left arm no longer under Penny's pillow, but still cradling her head. His right arm, wrapped around her waist, had pulled her in close to him. He tried to pull her even closer, the movement waking her.

She slid onto her back, turned her head to look at Leonard. She gave him a smile and said, "Good morning, you."

Leonard grinned wickedly, "Good morning to you, lovebug."

Penny stared at Leonard for a second, then burst out laughing. "My dad's not here, Leonard, you don't need to use that particular phrase."

Leonard's grin continued and he pulled Penny toward him, their noses almost touching. They exchanged kisses, which became more passionate. Penny had wrapped her arms around his neck when she felt two things. Leonard's hand cupping her breast, and something pushing into her thigh.

She pulled back and looked at Leonard quizzically. As his grin got bigger he said, "You said no sex last night, you didn't say anything about this morning."

Penny grinned back at him, "You're right, I didn't. This is going to be a good start for the day," Penny returned to kissing him passionately, while she reached down, taking Leonard in her hand."

Some time later, they were laying on their backs, Penny snuggled up against him, her head laying on his left arm. Leonard looked at her with a sly smile, "So, how did this compare to your other 'Leonard'?"

"You already asked that," Penny grinned. "I can, however, add a few other things.

Warmer, skin to skin contact, kissing, your loud expression of what I think was enjoyment. There was one problem." Penny gave him an evil grin, "With the other Leonard, I didn't have to worry about the wet spot. Overall, though, this was so much better."

Leonard gave her a wry look, "Yeah, I can tell you right now, YOU don't have to worry about laying in the wet spot."

Penny giggled, "Well, who's fault is that? It wasn't me who made the deposit."

"Yeah, but it wasn't me that let it leak out." Leonard chuckled, as he kissed her. "You want to lounge here until we have to get ready for brunch?"

"Where are we going? Penny said excitedly.

"There's a place down a few blocks on East Walnut," said Leonard. "I hear they have great breakfasts and lunches."

"Ohhh, I've heard of that Madison's... Martin's, something like that," said Penny.

"Marston's, is the name," smiled Leonard.

Penny smiled and pulled Leonard to her. They lay in the bed, sharing short kisses, making small talk, not mentioning their discussion of the previous night.

Penny finally got up, "Sweety, I'm going to get my shower."

As she walked around the bed, Leonard followed her with his eyes, "Now there's a sight I'll continue to enjoy all the time."

Penny smiled at him, "I'll bet you tell that to all the girls." She turned and walked into the bathroom.

Fifteen minutes later Penny walked out, in her robe, a towel on her head. "OK, honey, your turn." Leonard was about to say something when the phone rang. Penny said, "Go, I'll get the phone."

Leonard turned and walked into the bathroom as Penny walked out of the bedroom. Picking up the phone, she spoke, "Hello".

On the other end, Bernadette said, "Glad to hear you. Everything OK?"

"Yes," answered Penny. "Why do you ask?"

"Well, you left the party rather quickly, and never came back. Then afterward, Sheldon came in and asked Amy why Leonard said to ask her about her toothbrush."

Penny started laughing, "How was that received?"

"Not well," Penny could hear the grin in her voice. "Amy ran to the bathroom. Howie and Raj just looked completely lost, well they were."

"That must have been funny to see." Penny giggled.

"It was. I explained it to Howie on the way home, he thought it was hilarious." There was a pause on the Bernadette's end. "Sooooo..the truth..what's going on?

Penny stopped. _ How did she know_? _I thought I kept my voice perky. _ Penny thought for a minute, "Bernadette, can we get together tomorrow afternoon?"

"Well, I have to work, how about lunch?"

"It's gonna take more than lunch, please, I really need to talk to you." She pleaded, "Something's been going on here, and I really need some help."

There was immediate concern in Bernadette's voice. "Are you OK?"

"I'm fine...well, I think I'm fine...OK, I may have a problem, I just need to talk to you."

"OK, I'll get tomorrow afternoon off, where do you want to meet?"

"Cheesecake Factory?" Penny asked. "I have a night shift tomorrow, working the bar. If we meet around two, we should be done by the time I have to work. If we're not done, we can move it to the bar."

"OK, Penny, that's perfect. Two PM will let me skip lunch, finish up my days work and eat there," said Bernadette. "I'll see you tomorrow."

"Oh, and not a word to Howard," Penny said.

"OK, tomorrow." Penny heard the click from the other end.

Just then, Leonard walked out of the bedroom, "Who was that?"

"Just Bernadette, asking how we were," Penny said. "She said to say hi to you, so hi."

Leonard just nodded. "Let's get dressed."

Penny looked at him, "OK, give me about 20 minutes."


	17. Chapter 17 A Walk in the Park

**A/N The directions to Marston's, through the park and back to the apartment are accurate, if the apartment is at, or near the corner of E. Colorado and N. Los Robles. This could be wrong, but it is the most consistent location based on comments within the series. The restaurant, park, pavilion, and shoe store are at the actual locations given. If you want to know more, send a PM, I'll be glad to give you more information. And, don't forget, another delayed update due to traveling. Probably Sunday although I hope it's earlier, Monday at the latest. **

**As always, please comment and let me know your thoughts. They are all appreciated. And, again, I don't own these characters, they're just fun to play with.**

Chapter17 A Walk in the Park

It was a bit longer than 20 minutes, but they were soon on their way. The restaurant was within walking distance of the apartment, so they started out, walking north along Los Robles. Holding hands and swinging their arms, they turned west on Walnut and a few minutes later, they were sitting at an outside table at Marston's drinking their first mimosa.

While they ate, they talked about Sheldon and Amy. Leonard laughed when he heard about what Sheldon had said when he returned to the apartment. They talked about Howard and how nice all the options they presented to him sounded, except for Sheldon's ridiculous contribution.

Talked turned to Bernadette and how she and Penny had gotten Sheldon to reveal what was in the letter, and how bad Bernadette had felt. Leonard notice Penny was responding less and had to be prompted more since Bernadette came up and she spent more time, with a far away look in her eyes.

"Penny," Leonard asked, "what's going on?"

She was startled out of reverie, "What do you mean? There's nothing going on."

"Then what are you looking at? You're looking off in the distance, not paying attention to me."

"Nothing," Penny said with a touch of annoyance, "just looking at the park."

Leonard looked at the park and then back at Penny. She wasn't looking at the park, but west, down Walnut. _She's thinking about_ _something, so there IS something going on. But, if I push, she'll close up. I can't have that. Just be supportive. She'll figure it out. If she doesn't, then push. She's probably scared after last night._

Penny was indeed scared and was arguing with herself. _I shouldn't have stopped. I was all emotional last night and that's what kept me going, now that's gone. I have to finish, there's so much more I have to tell him, he deserves that. No, I can't open up like that again, last night it was just something that came out. I have to continue, but I'm thinking about it, and I'm scared to go back to talking about it._ _What am I going to do._

Leonard thought it strange that as much as they talked last night, she had become so quiet this morning. _Should I say something? What? Hmmmm, maybe I'll take her through the park on the way home, get her mind off of what ever is bothering her. _

They finished eating, finishing the last of their second mimosa. Leonard paid the check, telling the waiter to keep the change, giving him a 25% tip. Leonard smiled as he remembered how he and Sheldon used to give 10-15 percent for a tip and how he now left more money for the person waiting on them, adding to Sheldon's tip. He remembered the lecture he got from Penny, about how much tips meant to wait staff.

They scampered across the street rather easily. It being Sunday, the light amount of traffic allowed it. Leonard wouldn't even think about attempting it on a weekday. They started walking slowly across the grass to the Levitt Pavilion. Looking at the upcoming events, Leonard notice a night of country music in a couple of weeks. Penny would love sitting here listening.

They continued past the Vietnam Memorial arriving at Raymond Avenue continuing to Colorado and turning east. Leonard notice that Penny had seemed to relax since they started walking. They were both giggling about Sheldon. They were within a half a block of the apartment when Penny squealed and started running down walkway between stores.

"Come on," she yelled as she continued down the walkway. Leonard smiled and shook his head, following down the walkway. He found Penny with her nose almost pressed against the glass. It was a designer shoe store and Penny was almost jumping up and down. Leonard laughed as he watch Penny move to different areas of the window, picking out different shoes.

"How long has this been here?" she asked excitedly.

"You're asking me that?" laughed Leonard.

"Ohhhhhh, look at those red ones," Penny said. Leonard smiled for the next half hour as he watched Penny bounce around looking at all the different shoes.

She finally wound down, looking at Leonards smile, she smiled and said, "I can't believe I didn't know this place was here. I come down this street all the time. Come on, lets go home."

Leonard noticed that Penny's earlier moodiness was gone. He was hoping that the good mood would continue until they were talking again. He really felt that Penny had made a giant leap last night. If he could only continue to get her to open up. They might be able, together, to break her reluctance to talk about their problems.

Leonard still didn't understand why Penny was so afraid to get married. He was frustrated by it, but he hoped part of what she had left to say would at least to begin to explain it. Enough, he hoped, so he could understand why. He did now understand her previous "I love you" problem. He didn't understand why she had had it so intensely, but he could understand where her fear came from. At least that problem had been solved for a few months.

Penny had forgotten the earlier conflict in her mind. She was simply enjoying the man she was now sure she loved. Picking at him, laughing at him picking at her, holding his hand or arm as they walked home.

As they climbed the stairs, they heard rushing from above. As they rounded the third floor landing, Sheldon rushed by. "See you later, we're going to the train store," yelled Sheldon. Amy was close behind, "Bye bestie," Penny heard as Amy flew by her.

Penny looked quizzically at Leonard, "What could be going on at a train store to make them rush out like that?"

Leonard smiled at Penny, "Maybe everything in the store is half off, for the next half hour?"

Penny laughed as she unlocked her door. After walking in, Penny spoke, "I'll be out in a minute," as she walked through her bedroom door. Leonard walked over to the table, looking out over the city. _She's in a good mood right now, I can't give her time to think about it. I'll ask her as soon as she comes out._

As Penny came out of the bedroom, she saw Leonard looking out the window. She slid up next to him, put her arms around his neck, and using her high pitched voice said, "Whatcha thinking about?"

Leonard smiled. _She's being playful, she's using her ditzy voice. _ He turned to her, put his hands on her lower back and pulled her into him. He kissed her, Penny returning the kiss. The kiss ended and as they looked at each other, Penny said, "Thanks for brunch and a nice walk."

Leonard continued to look at Penny, rubbing her lower back. He finally said, "So, are you ready to continue with last night?"

Leonard saw her expression change to one of worry. Encouragingly, he said, "You can do this Penny, you did so well last night. We got mad, we got over it, we talked."

Penny's lowered her eyes, "I don't know Leonard. I just don't know. I was so emotional last night, and because of that, it just came out. Today, I don't know. Please don't' insist, you push me and I know I'll react and close down. I don't want to do that."

Leonard smiled at her, "I'm not pushing. If you don't want to do this, you don't have to. I will say that I could push. You promised we would continue and I could hold you to that. I know this is difficult for you. It's been difficult for me."

He grabbed her arms gently, rubbing his hands up and down, trying to encourage her. "But I really think we worked though some things last night. I think there are some other things coming up that by talking them through, we can get even closer and better our relationship."

Penny had tensed up when Leonard first asked. Now, she looked at the love and encouragement on Leonard's face. _He's willing to let me off the hook. He wants to know, but he want me to feel good about it. He's willing to put aside what he wants to make me feel better. I'm still not comfortable talking, but I can't do any less for him. I have to put aside what I want to make him feel better. I have to keep going. I still have the talk with Bernadette tomorrow._

She pulled him over to the couch, they both sat down. "OK, we can keep going, for now. It may catch up to me later...I don't know. Please don't worry about my hesitation, I want to do this, it's that this is just hard for me, you understand?"

Leonard smiled and nodded, "Yes, I can understand it. Just know I'm here to help, as well as listen."

Penny looked at him, "Thank you for that Leonard, it gives me some strength to keep going. Now where did we stop last night?"

Leonard smiled at her, "You were dating a guy, had four dates with him, evidently played around a bit, above the waist, but right after we went to the movies as friends, you called and broke up with him...why?"


	18. Chapter 18 Friends?

**A/N for those who were waiting, you got lucky. We arrived at our destination today, to find out that we were still in the Central Time Zone (I thought we were going to be in Eastern Time, and why were you waiting, I told you I would try for earlier, but it would be at a minimum, today for the next update). As a result, I had an extra hour today. So I thought I get this out. I'm writing as fast as I can. I've been on vacation and doing a lot of driving, so time for writing is short. And while I can get off short messages, short posts, or answer PMs, I simply cannot create anything on my phone. I hope to have another update around Wednesday and possibly next Sunday. After that, I'm home and updates should go back to the 2-3 day cycle. Please review, I love your insights. You can find a disclaimer around this site somewhere, I'm sure. **

Chapter18 Friends?

A slight smile formed on Penny's face. She thought back to that night with Leonard. "Sweetie, I was supposed to go with him that night. That afternoon, he called to say he had to work, so I thought I'd go by myself. When I saw you, I decided I'd ask to see if you wanted to come along."

"After all, we had finally gotten past acting all strange around each other," Penny said. "We seemed to be in a good place again, as friends. We were both single...well, I was dating, but you didn't know that and the guy hadn't said anything about exclusive. And, besides, this wasn't a date, just the two of us going to the movies."

"I was excited that you were going to come along. I went nuts trying to figure out what to wear. I didn't want to wear something too nice, as you might think it was a date. On the other hand, I didn't want to dress like a slob, I wanted to look good for you."

Leonard laughed "I was looking forward to being with you too, and had the same problem with trying to decide what to wear.

Penny chuckled, then became serious, "We hadn't been alone for more than a few minutes since that night when you told me about the elevator. Every time we were alone since then, something wasn't right between us. I had done something stupid, I was drunk, I was with Zack, you were dating Priya...whatever. Here, we were going to be just hanging out, as friends, nothing more."

Leonard smiled at her, "I wasn't even looking to have anything physical when we started out. After all, you said it wasn't a date, just us hanging out."

"Once we got to the theatre," Penny said. "I was surprised at how aggressive you were in telling me what you wanted. You chose the movie, telling me you wanted something different. You made me pay for the movie and wouldn't even let me eat your fries. I was out with you and I didn't have control. I didn't know how I was supposed to deal with that. It was something I just hadn't planned for."

"Heheheheh, I was having fun with it," Leonard laughed. "At least until you started talking to that guy."

"Yeah, you were almost being a jerk about it. I was trying to come up with a way to take control back. Then, I bump into that guy behind me, and he introduced himself. When he said I could get back to my date, that gave me a perfect opening to get back at you. Look at you, smile, and start talking to him and tell you it was all right, after all, 'we weren't on a date, right?' "

Leonard looked angry for a moment, then his face relaxed, "I couldn't believe it when you started explaining the movie to him. I had to talk you into going to that movie and now you were explaining it to him, as if that movie was why you went to the theatre. So, yeah, you succeeded, I got jealous."

"Yeah, and I was so smug," Penny recalled. "You called me over and I told you to go talk to those other women. I knew you wouldn't be able to, and I would go back to talking to him, just making you madder."

Leonard let out a short laugh, "I screwed that all up for you by talking to...what was her name?"

"Yes, you did," Penny snapped. "And, I don't remember her name."

Leonard grinned, by her expression, he knew he had gotten her, "So, why didn't you go with...what's his name when he left?"

Penny looked sheepish, "Well, his roommate had called to let him know he could come back. But he told me he was leaving because I kept looking over at you talking to the woman, instead of talking and looking at him. By the way, what did you tell her before I got there?"

Leonard laughed. "I told her you asked me to join you for the movies. Then, when I wouldn't pay for everything, you started talking to that guy. She thought I was exaggerating about it. It was so perfect when you came back."

Penny just stared at Leonard, "In what way?"

"Well, the guy leaves and you come running back to me. It fit perfectly with what I had just told her, so she understood."

"She left awfully fast when we started arguing.

Leonard chuckled, "We were a pair, weren't we? We knew just what to say to push the other persons buttons."

"Because we knew at least enough about each other to get the other mad," Penny said sadly, then she smiled, "Except there was that part I didn't understand, you weren't being deferential, you stood your ground. You took control, knew what you wanted. I had no idea how to deal with that, so I got mad and told you to take me home."

"I had been working on trying to be more assertive since Priya," Leonard admitted. "Since I didn't have to worry about having sex-you made that quite clear at the beginning, thank you-I could tell you whatever I wanted. If you got pissed, so what? I still didn't have much confidence about being assertive, at that time."

"That was a lovely apology," Penny said sweetly.

"I meant it," said Leonard. "As I said, I was still working on being more assertive. I went though that stage of thinking be assertive meant being an asshole."

"You were so cute when you apologized. And, you did it without backing down. You know that I was getting ready to drag you off to bed, right?" Penny smiled at him. "Your being all 'in charge' was a turn on for me. Well, until you started that 'I'll be anything you want me to be...' That kind of ruined my mood"

"Yes, I figured it out, but I told you I was still learning," Leonard said. "I still thought giving in to anything you wanted would get me sex." He paused. _I can't believe how much I've changed since I met her the first time, how much she's changed me. And Priya taught me to be more assertive, by her actions._ Finally, he said, "So, OK, let's get to the point. Why did you break it off with that guy?"

Penny smiled at Leonard, "After being out with you that night, I saw how each of us was trying to make the other one jealous. Look how I tried to paint you in a bad light, so she wouldn't want you."

The smile slowly disappeared as she became thoughtful, "I couldn't figure out why I would do that. Just to get back at you for messing with me? That didn't make sense. I finally realized I was jealous of that woman. Then I had the problem of 'why would I be jealous'? I had figured I messed up so bad, that you would never want me again. So being jealous over you, made no sense."

"As I thought about it, I finally realized that you were upset that I was talking to that guy. Now, why would that be? You didn't want me, you thought I had messed with Raj. So, I tried to make sense of it all. It took me doing a lot of thinking about it for a couple of days. The only thing I could come up with, that fit all of the data was, despite everything I had done to you, you still wanted a relationship."

Leonard laughed. "Did you just hear yourself?"

Penny thought about it, then chuckled, "I've been around you guys too long. Look what you've done to me... OK, we we... ummm... what was I sa...oh yeah, I thought you sill wanted a relationship."

"At that, I got excited," Penny said as her eyes showed that excitement. "I was so relieved I hadn't destroyed us. I started thinking of the possibility of getting back together with you. Then I remembered I was going out with that guy. So, I called him and said we were done, he wanted to know why and I told him it was a personal thing. He immediately said, 'Another guy, right?' I tried to step around that question, but, he knew."

"The problem was, I only saw you a couple of time over the next three weeks, and barely talked to you." Penny said sadly. "I started thinking I had made another big mistake with you. That third week, I was wondering if I should just call the guy back. I kept putting it off, I was so embarrassed, I would look like I was desperate. After all, I told him I didn't want to go out, and he knew it was because of another guy, how would it look going back to him? I got more and more depressed about the whole thing."

Leonard shook his head. "I figured between the disaster that was that night and my going back to groveling, I had blown it with you. I was calling myself all sorts of names. If we couldn't go out as just friends, how could we get any closer. I didn't put together the reason we had so many problems going out, as friends, was because we both wanted to get back together. I didn't see any possibilities, so I just sort of stayed away."

Penny had a quizzical look on her face, "Then why did you ask me out that afternoon?"


	19. Chapter 19 Another Try

A/N as always I don't own any of these characters. And, please review, I love getting feedback on the story..

hapter 19 Another Try

Leonard looked a Penny with a smile, "When I looked over at you, it was like the first time I saw you. You had the same shirt on, you were surrounded by boxes, you were beautiful."

Penny smiled at that.

"Then, you looked up and gave me that small, cute smile, just like that" Leonard said, as he pointed to her mouth. "Seeing you in a similar situation from the first time and that smile, I started thinking about asking you out and what would happen. There were many times since we broke up that I thought about asking you out again. I found out last night I should have, since you were as unhappy about the breakup as I was. It looks as if we didn't want to talk about it."

"I know," said Penny. "Every time you wanted to talk, I would freak out or shut down."

"I don't think that was it," Leonard explained. "You didn't want to talk about things going on the relationship, I wasn't confident enough to push it, when we were dating. This was just a case of we weren't going out and I think we didn't want to mess up what we did have."

Penny gave him a short smile and head nod.

Leonard continued, "Looking at you, I was, again, over thinking it, playing all these possibilities in my mind. So I told myself not to over think it, and I came over here and asked you out."

Penny thought for a moment, "Is that why you said, 'and we should go anyway'?"

Leonard smiled and nodded.

Penny smiled, "I'm glad everything worked out in your mind and you came over."

"It didn't work out," said Leonard. "In my mind, everything was a disaster. We didn't talk, we fought, we had sex, we fought some more, we had sex. It was much how things worked out, for stretches, the first time we were together."

"If that is the case then why would you come over here to ask me out," Penny said, puzzled.

Leonard looked at Penny, "I decided that being with you meant enough to me to take a chance on asking you out. I missed you so much. I felt we could change those outcomes, so we should go anyway, at least try."

Penny slowly smiled, "Did it occur to you that I may have said no?"

Leonard looked surprised, "That didn't occur to me at all. When I was thinking it though, everything went to hell after we went out. Wow, if I had thought of that..."

Don't worry," Penny said. "I had looked forward to this for almost two years, it wasn't as if I would have turned you down. Although I had my own moment of over thinking while getting ready. I had this vision of us getting married, because I was pregnant."

Leonard chuckled, "Yeah, right, it's not as if we had sex afterward."

Penny became very serious. "Leonard, I told you, I had been waiting for this for almost two years, and I have thought about what I would do if it ever happened many times. After you started dating Priya, I wasn't sure I would ever get another chance. After that thing with Raj I knew that any kind relationship, other than possibly friends, was not going to happen."

I had gone over what went wrong. A big part of it was my problem was with saying I love you. Another part was we really didn't know each other. I know that sounds silly. We live across the hall, I ate here often, we hung out with the guys, we had sex, but we really didn't know each other. If we did, we wouldn't have fought as much. That also tied into my problem with talking about things"

"Look how much we fought over silly things, because we didn't talk. I didn't want to take a chance that we'd end up in the same place, with the same problems. I wanted this to work, and I believed we needed a chance to grow, without the sex."

A small sad smiled formed on Penny's face, "I know that sounds strange coming from me, but it was something I had done all the time, sex first, then not even ask questions later. It was another thing that wasn't fair to you and was also in my head when I left you standing there, I couldn't talk about it."

Penny's head dropped down. "After that, I had wondered if I had made a mistake, after breaking up with you. Then realized I did make a mistake as I was miserable without you. Knowing you had sex with those other women, then it got even worse watching you date Priya."

"Despite everything that had happened," Penny looked up with a happy expression on her face, "I was given another chance, and I was determined to do things differently, because I didn't want to lose you again. Even if that meant going without sex for a while, even with you, I was willing."

Well," said Leonard. "I was OK, with going slow. My scenario had us jumping in bed right away, like we did the first time. When you said you wanted to go slow, I thought maybe, going slow was what we needed to get our relationship to work."

"My scenario also included my tendency to push a little too hard. Going slow would take care of that. I knew you had trouble talking about your feelings, which is why I suggested the beta test idea. That gave us a way to let each other know about problems, something you normally don't want to do, without the anger."

"Yeah," Penny said. "I did get a bit peeved at first though."

"True," Leonard, "but, you did get over it. Hell, I wasn't happy with your list, either."

"That was my fault," Penny said sheepishly. "I was being a bit of a bitch about it, trying to get back at you for your list."

"I was hoping that taking you to the range would help you forget about my list," Leonard said.

"Yep, it did," Penny looked at Leonard. "Although I can't believe you shot yourself."

"That was pretty stupid, wasn't it? I blame you for kissing me." Leonard grinned.

"I didn't feel you fighting it." Penny grinned.

"By the way, it was just after our date at the shooting range that I put 'Leonard' away in the back of my closet," Penny continued more seriously. I was back to dating you and things were looking good for us. If I absolutely had to have sex, I had you now. I didn't need that 'Leonard'." Penny paused for a second and grinned, "Although I had a few other things that kept me going, while we were dating."

"You know, that one part sounds like I needed you only for my shot of sex. I guess, that sounds bad, phrased like that, but I didn't mean it that way. Remember, I got it so I wouldn't run to have sex with you, and possibly hurt you, while we were broken up. Now that we were back together, there was no reason for it. And, since it brought back so many memories, I shove it into the back of the closet. So, there it sat, and I forgot about it. Which is why, when I realized Sheldon had found it, I panicked."

Penny paused and tears started to form, "Think about it Leonard, all those things we've talked about last night and today, all those things that made me cry, all those things that upset me at the time, all those miserable times, came bubbling up. I've realized how happy I've been, how happy you've made me, these last four or five months. All those memories of those bad times just got to me."

Leonard rubbed his hand over her arm, indicating understanding. "I can now see why you'd get upset thinking about it. Come here." Leonard pulled her into a hug and she wrapped her arms around him. "It's OK."

They stayed like that for several minutes. When they broke, Penny looked at him with a smile, "So, now you know the whole story over all that drama over my 'chew toy' last night. I'm glad I finally got it out. I was such a mess during that whole period. Maybe this talking thing does work, getting all that out really feels good."

Leonard shifted with a thoughtful look on his face. Penny was looking at Leonard, wondering what he was thinking about. Finally, Leonard's face got that new determined look on it. Penny recognized it as his "assertive" face, know he was going to ask something of her.

She started to talk, but Leonard held up his hand. "Penny, there's more I need to know."

**A/N Hey, it's here on the bottom. Sorry for the delay, I had to do a massive rewrite. Things didn't make sense to me, the way they were and as a bonus, I've been able to move Bernadette's talk with Penny to the next few chapters, instead of having to wait until after Leonard and Penny were finished (which would have delayed it another 10 -15 chapters). The talk with Bernadette and Penny is better where it's at now(and helps with the plot), but I had to mover around and change some things to be able to do it. That's the reason for the delay, I moved some of what was here, to after the Bernie/Penny talk. **


	20. Chapter 20 Beta Test and More

**A/N I'll be on the road for the next two days, but I'll be home and I hope to do the next update on Monday night. As usual, I love getting your feedback, so please review and let me know your thoughts. And since I haven't done this for a few chapters, I own none of these characters, but they own me. **

Chapter 20 Beta Test and More

Penny looked puzzled, "More what?"

"More," Leonard said. "Like why things were so weird after the proposal. I know proposing in the middle of sex makes it strange. You said it was weird, and I know it was my fault, but you acted as if we almost weren't dating, or acted like you didn't want to be with me, afterward, why? Or, why you finally said I love you. Not the hallway, but over that next week. What changed in the two months that let you say it, instead of throwing Raj out of the apartment, like you had earlier and, why does it still bother you, at times?"

What's the full story with you getting insecure? Why were you insecure? Was it because you know what you feel like when someone hits on you, and you thought I would feel the same? If that's the case, are you worried I have thoughts of going out with the person hitting on me. Which, I guess, means you have those thoughts, right?

"Are you still insecure and if so, why? Why was me moving in such a big deal, not to mention your fear of commitment or marriage? You admitted having a problem, but not why. What exactly freaks you out so much about getting married?"

Leonard looked at Penny gently, "You've done a wonderful job here of opening up. I think it's only fair, to me, to yourself, and to our relationship, that you keep going until all these issues are gone over. We're in such a good place right now, even better than three years ago. For it to go farther, I need you to clear these things up for me.

Penny looked at Leonard, tears starting to form, Suddenly Penny jumped up and said, "Be right back," as she got up and walked toward her bedroom. She didn't want Leonard to see how afraid she was. As she looked in the mirror, her mind was racing. _How do I do this? He's right, I owe it to him, but can I do this? Do I really want to tell him I almost broke up with him again? What did change? Is it because I didn't love him then, and I do now? How do I know for sure that I love him? What if I say no and gets mad? Wait, I talk to Bernie tomorrow, maybe I can put him off for a couple of days. She continued staring at herself, rerunning things in her mind. _

"Penny?" She heard from the living room.

"Be right there," she replied as she splashed water on her face.

When she came out Leonard was standing by the window, looking out. She walked up behind him and wrapped her arms around him, her right cheek on his back. She didn't see the smile that spread on his face, the look of contentment on it, but, that look of determination was still there.

He turned around and wrapped his arms around her. As he was hugging her, he said, "I love you, Penny. I truly do."

Penny smiled hearing those words, and even with the turmoil in her mind, answered right back, "I love you, too."

She broke and led him to the couch. Penny sat next to Leonard, their legs touching. She looked at him for a minute, smiled and said, "Leonard, I really believe I love you. I want you to understand that. I want to give you what you want here. You deserve it after all the crap you've put up with from me. But, there are some things that will keep me from telling you today.

Leonard frowned and began looking upset. _What does she mean by believe?_

"No, No, No," Penny said quickly. "I'm absolutely going to tell you, no secrets, remember?"

Leonard relaxed, smiled at her, and nodded.

"I'm just asking for a couple of days," Penny pleaded. "There are a couple of points that I'm still confused about. How it worked out like it did, why it did. My feelings. I just need some time to go over those times, to give you a straight answer." _Why I almost broke up with you. _ She didn't say.

Leonard looked thoughtful.

"I can keep going, for a little bit," Penny continued. "I can take you up to the proposal, but, that is where I have to stop until I can clear it up in my mind. I have to work tomorrow night, so it will be Tuesday before we can talk about all those questions."

Leonard nodded, "OK Penny, we'll finish up those things you can explain and then restart the discussion Tuesday night."

"Thank you so much," said Penny with a smile, as she put her hand on his. She lost herself in thought for a few minutes, "So, after we went to the shooting range. Things were pretty good. We were exchanging 'bugs' and correcting our problems, even laughed over some of them. We even got some light petting in."

Penny grinned at the puzzled look on Leonard face, "Remember after the lights came back on after Sheldon pulled the breaker? When we made it back over to my place."

Leonard thought back, suddenly his eyes widened with surprise, "That's what you considered LIGHT petting? So that means that the heavy petting you were talking..." Leonard stopped, put his head down and shook it, "No, I won't go there. You said no specifics, unless I was willing to go into my specifics, and I'm not."

"Thank you," said Penny sweetly as she grinned, she leaned over and kissed his nose. "The next couple of months went smoothly. I was learning what it was like to have a relationship without sex. I felt we were getting closer, dates, dinner with you, just spending time together, buying you toys."

Penny was grinning at Leonard, Leonard grinned back and said, "Thanks for that. You also taught me something there. Gifts are things to be played with, unless the giver says specifically it's a collectable. Things you buy are your collectables."

Penny's face slowly turned solemn, "Leonard, there's something I have to explain about myself during this time."

"Something serious?"

"Actually, it's more of a confession and apology for something we'd talked about," Penny said. "I realize now that I started, pretty much, taking you for granted around this time."

"What do you mean?" Leonard asked.

Penny looked sheepish, "Before that weekend of gaming, and Howard's bachelor's party, I basically dismissed having to worry about you fooling around."

"You know you don't have to worry about that." Leonard said earnestly.

"I know," said Penny. She continued sadly, "It wasn't that I didn't have to worry, it was more how dismissive I was about it. Later, I realized that most of the reason I wasn't worried, was because I felt I had this control over you, so I knew you wouldn't leave."

"Second, it was an I don't care attitude. I don't think I was invested in the relationship yet." I know that sounds strange, after telling you how bad I hurt, how miserable I felt without you. But, I fell into my old pattern of thinking I didn't have to work at keeping a guy."

Her head dropped, she was embarrassed to look at Leonard. "Think about how I told you I didn't mind if you played all weekend. Basically I blew you off. You had to hint for me to be concerned, and even then, I treated it like a joke. I'm not proud of that Leonard. It came back to haunt me later. Just know I'm so sorry for treating you that way, and thinking I had control over you. I'll go into the details Tuesday, as they come up, OK?"

Leonard patter her hand, " OK, we'll get there. But, what do you mean by it started, how long did it last"

Penny looked thoughtful for a moment, "Sweetie, I think I'll stop here. That's all tied up in the proposal, and when I was..." Penny stopped, horrified at what she almost said.

After a few seconds, she said, "Lets say that this is an area that I'm not quite sure I understand yet.

Leonard looked at her quizzically, but let it go.

"We'll start here Tuesday, Penny said. "Even if I still don't fully understand it, I'll continue. For now, just remember that I did get over it. I don't feel that way now."

"OK, that will be fine, Penny," Leonard said. "So, what do we do with the rest of the day?"

"Well, we could watch some television, or a movie?" Penny said.

"I have some work I could finish," said.

"That will work out nicely," said Penny. "I have some laundry to do. How about this. You work on your stuff this afternoon, I'll do my laundry, and we meet back here about six. I'll make some spaghetti and bread, some salad, we can have dinner together."

Leonard rose, "OK." He leaned over and kissed Penny saying, "I'll see you around six then. Love you."

Penny smiled at him, "Love you too, Leonard. See you later."

Leonard walked back to his apartment, sat down at his desk and started looking at his latest data runs and then saw an email request, from an English group, asking if he could look over one of their upcoming experiments and comment on using laser cooling as a way of increasing the detections of various radiations.

As one of the few experts on using lasers in experimental situations, he was always getting the odd request from this group or that one, on using lasers in experiments. This didn't seem to be any different then any other request, so after looking at the laser runs, he began writing the report.

After watching Leonard leave, Penny gathered up her clothes from around the room and her bedroom and walked down to the laundry room, putting in two loads. She sat on one of the dryers, and started thinking.

She was running through all the things that had happened this past year. What exactly did change her mind about how much she cared for Leonard. Why was she so insecure now? She had some ideas, but did Leonard feel the same? Why did she want to break up with him? What was boring?

And, what about how she felt about moving in and getting married? How does that tie into everything? She continued running this over and over in her mind until her washing finished and she put them into the dryer. Thinking back over her history she started thinking about some specific things, and how that made her feel.

The dryers finished and while she folded her clothes she continued to think over everything, trying to understand her feelings. She understood that she hadn't treated Leonard very well. For that, she felt regret, anger at herself, and shame. By the time she finished folding, some of her confusion had become clear. She hoped her talk with Bernadette would help clear up some other things. She got back to her apartment and started dinner.


	21. Chapter 21 Leonard's Insecurity

**A/N Some may say I'm teasing them here. I'm really not, I needed to get some things in, and this seemed like a good place, with dinner coming up. Please let me know how you like the story and I don't own these characters, They're a monkey (evil, from the Laboratories of one, AFF) on my back.**

Chapter 21 Leonard's Insecurity.

Leonard had finished his report. He was grateful that the work on the paper took his mind away from the conversations with Penny. _They should like it. I've outlined a way for them to change the strength and length of the pulses while the experiment is running. That will let them measure some rather minute reactions._ He was finishing up adding a few names from Caltech when he saw the name S Hawking on the addressee list. He clicked on the name, and was stunned when it turned out that it was going to Cambridge. _So it was going to THE S Hawking, cool_

He heard his phone's message tone, and when he looked saw:

**Dinner will be ready in 15 minutes, come on over. xoxoxoxo**

He hit send and closed his computer, heading over to Penny's. Walking in, he saw Penny pouring two glasses of wine, salads on the table. He walked over to Penny wrapped his arms around her and kissed that spot on her neck. He felt her shudder and heard her say, "Stop that, unless you want burned bread and overcooked spaghetti."

Leonard smiled and released her. She turned and kissed him quickly.

They sat and started eating their salads. After a few minutes, they heard a tone and Penny got up and checked on the bread, pulled it out and brought it to the table. Then went back and brought the sauce and noodles.

They ate in silence for a while, until Penny said, "Leonard, can I ask you something?"

"Sure," said Leonard. "But, I reserve the right to call my lawyer."

Penny smiled, but said, "Seriously, I have to ask you something about how you felt, can I?"

Leonard looked at her, "What's bringing this on?"

"I'm trying to understand those things you asked about, and I thought maybe you explaining your feelings would help me figure it out."

He nodded.

"When you got jealous over Cole, what made you feel that way?" Penny asked.

Leonard look thoughtful for a minute, "I guess it all goes back to how all those guys hit on you. You'd sit there and smile, looking happy about it, while I was standing next to you. I was always afraid that you were going to run off to someone who was better looking, taller, stronger or knew things about music and famous people. Then, you had that project to work on together, and you started texting him. I don't think that was the problem, it was you not telling me about it. I didn't want to tell you that you couldn't work with him or text him, but your not telling me right away, I had to kinda pull it out of you, made me nervous."

Penny nodded, remembering her feelings when she found out Leonard hadn't told her how Alex had asked him out.

"Before that, there was always this thought in the back of my mind, where you were with me, just as a 'well, I don't have any other options, FOR NOW' type thing."

"Oh my god," Penny gasped. "Why would you feel that way? I would never do that."

Leonard looked sad, "You wouldn't clarify what we were, or where we were as a couple. You wouldn't tell me you loved me, so I just didn't know where we really stood. Since you wouldn't tell me or clarify, I was almost always afraid of you leaving me. And I guess all that is where that feeling came from."

Penny hung her head, knowing her actions had caused those feelings, "Thank you sweetie, that helps. There are similar things recently, from my point of view, and I understand why you felt that way. And, I now see why your actions were what they were. I want you to know I'm sorry for causing those bad feelings, which made you do what you did."

"Don't worry about it now," Leonard said. "We have, and are, working though it now. You want to help with the dishes?"

Penny nodded and started clearing the dishes off the table. Leonard washed the dishes and Penny dried and put them away. Leonard was waiting for her to finish. After putting away the last dish, Penny came over to Leonard and gave him a big hug. After a minute, Leonard pulled back and kissed Penny saying, "Thanks for dinner, honey."

"My pleasure," said Penny. "Can I ask a favor of you?"

"Of course you can, what do you need," said Leonard.

"Can I be by myself tonight?" Penny asked plaintively.

"Of course, but why?" Leonard asked.

"I've still got a lot to think about," Penny said. "If you're here, I'll be too distracted. I just want to be sure I have good explanations for you on Tuesday, OK?"

"Sure, sure," Leonard said. "We can do this. I'm just thankful that you're so willing to talk about this. I was afraid that you would shut down."

"I'm still not all that comfortable or happy with talking this much," Penny confessed. "But, with everything you done for me over the last six years, I think it's the least I can do."

"OK, then," Leonard chirped as he got up from the couch, "Walk me to the door, kiss me goodnight and I'll see you sometime late tomorrow."

"We're not talking about this until Tuesday, remember."

"Well I know," smiled Leonard, "I still at least want to see you tomorrow night, after you get off work."

"But it will be so late and you have to work the next morning," Penny begged.

"I don't care, if I don't do it then, I won't see you at all tomorrow. Although I guess I could stop by in the morning."

Penny smiled, "Of course." She gave him a quick kiss and pulled him toward the door. At the door, she turned into his arms, starting a passionate kiss."

The broke and Leonard said, "Good night sweetie, I love you."

Penny kissed him again, "I love you, too. Good night, and we'll see you tomorrow." Leonard was the one that now kissed Penny, broke the kiss and opened the door. He walked over to his apartment, turned and waved to Penny, closing his door.

Penny waved back to Leonard, closing her door. She walked to her kitchen and poured a glass of wine and sat at her table, looking over the city, watching the sun set and the sky darken, and the lights of Pasadena coming on. The entire time thinking about her actions and thoughts for almost the last year. She also planned out her talk to Bernadette. Penny smiled, thinking that Bernadette might have a surprise or two in store. It was after midnight by the time Penny headed off to bed.

After closing his door, Leonard went to his computer and looked at the report he sent out. something was bothering him. He now realized that he didn't know anyone on the list, personally, except he had met Hawking when he visited Caltech. Howard has introduced them. All his other reports had gone to groups that had, at least, one member that he knew. He began wondering if Hawking had given his name to the group.

He turned on his PS3 and played some Grand Theft Auto, he was trying to keep his mind off of the talks with Penny. Sheldon was still out with Amy, he hadn't seen him since the stairs that morning. They must have gone somewhere besides the train store. He shut the game off and walked to his room. He got ready for bed and laid down and started reading. The problem was he kept thinking of what was coming from Penny. He had been reading for about an hour when he heard the voices of Amy and Sheldon. 9:30 PM, wow, Sheldon's getting adventurous. He planned on reading for another hour, but around 10, he realized his eyes were closing. He turned off the lamp, rolled over and was asleep almost instantly.

Penny slowly awoke, stretched and pull her covers tight around her. She loved mornings when she was working the dinner shift, as she could sleep in as late as noon. Except for not having Leonard in the bed with her, this was the best way to wake up, slowly.

She looked at her clock and saw it was just after ten. Leonard had snuck in and gave her a goodbye kiss just after eight. He had also been a dear and turned her coffee maker on. She still didn't have one that had a timer on it, but Leonard would always turn it on for her, if he stopped by in the morning. This way, she wouldn't have to wait for her coffee.

She finally got out of the bed, put her robe on and walked into the kitchen. She poured a cup of coffee, thanking Leonard in her mind for it being ready, and sat down at her table, again looking over the city. At least this morning, everything was much clearer in her mind. The talk with Bernadette was to clear up those other things.

She had three cups of coffee, again thinking over her plan to talk to Bernie, and how to build that into something for Leonard. She finally got up, shut the coffee off and walked into her bedroom to get her shower and get ready for work. She really didn't want to put her uniform on this early, but she needed to be ready for work. She was sure her talk with Bernadette would run over four, when she was supposed to start work.

She left the apartment, and drove to her restaurant. Her boss was surprised to see her, so she explained she needed talk to a friend about a problem, and wanted to get done before her shift. He thought it was the friend who had the problem, so he told her to take her time and if she didn't get done right when she was supposed to work, to let him know.

Penny waved as Bernadette walked into the restaurant. Bernadette came over, gave Penny a hug and sat down, concern on her face, "What's going on Penny?"


	22. Chapter 22 Penny Starts Explaining

**A/N. Okay, here we go. For those who are looking forward to this chapter, put your seatbelt on, it's gonna be a long lunch. Let me say, all the anticipation in the reviews and in PMs is making me nervous as to whether I can live up to the expectations. As I write this, there are four chapters covering Penny and Bernie's lunch. These chapters are also longer than my normal chapters, this lunch turned out to be extremely hard to write, I hope it was worth the wait and you enjoy it. Let me know your thoughts and I don't own any of the characters. Except for those four guys Penny dated after the night with Raj(I explained it a few chapters back, for those who don't remember.) **

Chapter 22 Penny Starts Explaining

Penny looked at Bernadette, feeling sad. "I don't know how to star..." Penny stopped. "I've got to quit saying that, I've been saying that way to much."

"Saying what?" Bernadette replied, still looking concerned.

Penny ignored her as she concentrated on her thoughts, "Bernadette, you remember the other night, when I ran out of the apartment?"

Bernadette giggled and nodded.

"You obviously know that Sheldon found my vibrator. I had used it, in place of Leonard, after we broke up, and I threw it in the back of the closet when we started dating again. When Sheldon found it, it brought back all sorts of bad memories. I was so emotional that I finally had a long, long, long overdue talk with Leonard," Penny said. "We talked about a lot of things that have gone on in our relationship."

"Is that good or bad?" Bernadette asked.

"It has been good, so far," Penny said quickly with a smile. "We discussed what we were feeling when all the different things had happened, going all the way back to when we broke up. The problem is he want's to know more. We stopped at the point where he proposed in bed... Here's the...Oh, hi Cheryl...You remember Berna...

"Bernie!," Cheryl yelled, "How are you?" as she took a step, leaned over and hugged her.

Bernadette had smiled when Cheryl yelled, hugged her back and said, "I'm Fine. Married now."

"That strange little guy that sang to you?" Cheryl said.

"Yep, for almost a year." Bernadette said.

"Who would have thought," Cheryl said as she shook her head. "So, what do you want for drinks."

"Unsweetened tea," said Penny.

"Same for me," Said Bernadette.

Cheryl left and Bernadette looked at Penny and exclaimed, "That's almost three years! You don't talk to anyone or about anything at all, how did you finally manage to open up?"

"I think I was so upset, it just came out," Penny said. I had forgotten about that thing and Sheldon finding it brought back all those bad memories of being without Leonard and watching him date other women. I just broke down. Leonard encouraged me, we have this thing now, 'no secrets', where we discuss things without getting mad at each other."

"Wow, I can't believe that," Bernadette said. "It's just so unlike you."

"Well, I'm not comfortable with it, yet," Penny admitted. "But, I felt like I owed him, after everything he's done for me, especially that thing on Valentine's Day."

"What happened on Valentine's Day?" Bernadette said with a quizzical look, "The way you guys were going at each other, I thought you were splitting up."

"Yeah, you don't know about that, yet," Penny mused. "How about we come back to that one?" Penny paused, trying to decide how much to tell her, "Bernie, I need to talk to you about all this. The talk ended up going _so _well. There were rough spots, but we managed to get through them. We understand each other so much better. The problem is that Leonard want's me to explain other things to him. He's quite determined about it." She smiled, "You know, he's become quite assertive about certain things now."

"I've noticed that, he doesn't put up with any crap anymore, even from you. That comment about Valentine's sucking because of you, wow I would have never figured he say something like that." Bernadette said. "What did you talk about, and explain what other things?

"He wants to know my feelings after the proposal. Why I was avoiding him. Why I was finally able to say I love you, why I couldn't let him move in, why I was insecure about the relationship, how I have to propose, things like that. "

Well, I remember you telling me you finally told him, you loved him, and we were at Amy's, for that thing with Alex," Bernadette remembered. "You know, you haven't told me about any of those other things. You have to propose? When did that happen, and how am I supposed to help you..."

Bernadette stopped when Cheryl came by, interrupting as she put their drinks down and left.

"I've got most of it figured out, I'm worried about some of what I have to explain." Penny paused and started tearing up. It all started tumbling out in one long sentence, "With the 'no secrets' thing if I have to go through this I'm going to have to tell him I almost broke up with him again I don't know if I can do that it will hurt him so bad and I've hurt him so much I don't want to do it again what happens if he can't take it anymore and he leaves me what would I do I couldn't take it if he leaves me but I can't lie to him..."

Whoa, whoa, slow down." Bernadette said. "You've split with guys before, there had to be a reason."

"Talking was a reason, but I don't know..." Penny sniffled. "I've been cheated on, I broke up with guys, guys dumped me, but I always felt I could get back up and find another guy. Even when I got so upset that I didn't want anything to do with men, there was a thought in the back of my mind that there were other guys."

"Now, I don't want to lose Leonard, because I've realized that I don't want anyone else. But, telling him I almost broke up with him again?" Penny shook her head, "That will hurt him badly, and I know he'll just leave me unless I can explain it, and I can't explain it, because I don't understand how I felt, even now at times. That's the problem. What am I going to do?

Bernadette lowered her head to hide her smile. _She's finally in love with him, but she doesn't fully understand it yet, and from her reactions, this is the first time in her life. I'll have to be careful here, I have to get her to see it for herself, let her figure it out. _

Bernie spoke sharply, "Leonard will not leave you, he loves you too much to do that. And telling him you almost broke up with him, if you can explain the why, and then the how of why that situation lo longer exists, he will listen. I'm not saying he won't get made or upset, but he won't leave you. What did you talk about?"

We talked about our breakup, Zack, mine and Leonard's sex life...You know, he was more active than I was after we broke up, I only had Zack."

"Really?" said Bernadette, with a smirk."

Penny smiled,"Yeah, he had a girl in his bed two weeks after we broke up. Then another a few months later...Hey, wait a minute," Penny's eyes narrowed. "You introduced them, you set them up. He said they went to a wedding, after going out with you and Howard. It was while I was in Nebraska." Her face was a mixture of anger and sadness, "Bernie, how could you?"

"Penny, shut up," snapped Bernadette. "I didn't know why you broke up, just that you did. I did know that you were upset by it. You tried to hide it, but when you told me, I could see it in your face. Don't blame me, you broke up with him. Leonard was lonely, he was hurting and he wanted someone, so he invoked that girlfriend thing, the one where you set up me and Howard."

Bernadette looked at Penny with a sly smile. "So I picked someone who I didn't think would match up with him. She wasn't girlfriend material, and after she kept trying to show him how she could rip his testicles off, I didn't think they'd see each other again. Just as I planned."

"Bernie, you didn't," said Penny with a smile.

Bernadette nodded, then shrugged her shoulders, "I really tried, Penny, but then she surprised me when she told him there was going to be a free bar. She implied she would be drinking heavily, and she would, to use her words, 'be giving it away.' Do you think he was going to turn that down?"

Penny smile faded, but she hung in there, "No, he wasn't with anyone. Thanks anyway Bernie, you get credit for trying... Anyway, and then Priya, sometime in the same week."

Bernadette, looked puzzled.

Penny started explaining, "They had dated...well, hooked up every time she came to LA. The had been doing that for eight years. So she was here a few months before they actually started dating. I never knew until the past week. Oh, I should have told you before, you can't tell Howard, you can't. The two of them made some sort of pact, and no one knows Leonard was hooking up with her, when she visited LA before that. Finally, some big time donor to the university in between."

Bernadette's looked amazed. "You knew about all of them?"

"I'd rather not talk about it, Bernie," Penny said. "The important part is I knew of several of them when it happened. Leonard told about the others, the no secrets thing."

Bernadette nodded. "So why did you break up way back?"

Penny looked at her puzzled, "You know. The whole I love..." She stopped for a second, "Oh yeah, you and Howard were broke up and were apart and you never heard why, because I didn't talk to you about why it happened at work. I'm sorry Bernie, we weren't that close at the time."

Bernadette waved her hand at her, indicating it was nothing to worry about.

Penny shook her head, "Ahhhh, Leonard said I love you to me, and I couldn't say it back to him. We agreed to try to work at it until I could. But, I broke up with him so I wouldn't be stringing him along. Someone outside our group told me a false story about how bad they were hurt by getting strung along. I believed them, so I broke up with him so I wouldn't hurt him more." Penny teared up, remembering what happened, "I really didn't need to break up with him. I thought I was doing Leonard a favor, by breaking up with him, because I couldn't say I love you back."

Penny expression was one of sadness. After a few seconds, she continued. "After that, I dated Zack twice, and slept with him, but you know that didn't work. Then, I did something dumb. I went to Leonard for a one night stand, but didn't tell him that. He thought we were back together and when I told him no, I hurt him very badly. Mostly because of the way I told him no."

Bernadette's eye got wide, but she stayed silent.

Penny said, "We talked about our feelings after we broke up, how upset I was. I didn't know he was still upset, he didn't know I was upset. You and Amy probably figured out I was upset from that Truth and Dare thing.

Bernadette smiled and nodded, "I could see it further back, when you first said you broke up."


	23. Chapter 23 The Rest of Penny's Story

**A/N Bet you didn't expect to see this. Well, it rained here all day. I was supposed to do all the yard work over the last two days, but it's been raining. So, I sat and wrote. I got far enough ahead to release anther chapter. However, it's supposed to be clear tomorrow, so no writing, lots of yard work. Should be back to the normal two to three days for the next update. Please comment and let me know how you like it. One more thing, I'll be more than happy to discuss plot points and interpretations, but only in PMs. I don't want to get into those kinds of discussions in reviews. So, if you have a question, PM me. Thanks.**

Chapter 23 The Rest of Penny's Story

There was a pause as Cheryl came by, and placed their salads in from of them. She asked if they needed anything else and left when she got a no. Penny just stared at Bernadette.

"I guess I didn't do a very good job of hiding it," Penny lamented. "Then there was New Years, when I looked up Zack for a date, so I wouldn't be alone, but we didn't have sex. The guys were going to the comic book store costume party. That was when you were in quarantine. Somehow, Zack got involved with the party when he went with them to the comic book store. He got us both a costume."

Penny gave a short, small laugh, "I almost ended up not going. Zack said some things that pissed me off. Leonard, was such a sweetheart, he was trying to convince me I needed to go with Zack, you know that hurt him. They guys were looking to win the best group costume and needed both Zack and I as part of their group. Just by looking at Leonard and listening to his voice, I could tell he was so hurt, but he wanted the group to win, so he tried to get me to go."

A small, sad smile form on Penny's face, "It was so sweet of him, so typical of him, putting the group ahead his own pain. I was so upset, by what Zack said and seeing how hurt Leonard was, I almost told him how I felt about him. I still couldn't get it out, so instead of telling him, I just went to keep from talking to him. Later, at midnight, Zack kissed me and I know it absolutely broke Leonard's heart, and seeing the look on his face, it broke my heart, still does when I think about it."

"We talked about the absolute hell I went through as he dated Priya," Penny said, looking downcast. "Well, you know about that. I owe you and Amy both big, for getting me through that. Also, I want to let you know Bernie, after I heard Howard had proposed, I felt so bad I wasn't there." Penny's eyes started to tear up.

So did Bernadette's eyes, "I felt bad also Penny. You got us together, I felt that if anyone should have been there, it was you. I'm sorry."

"You don't have to be sorry. It's not your fault, it's nobody's fault, really. Unless it's mine for not realizing my feelings earlier." Penny took a deep breath, "Do you know why they broke up?"

Bernadette looked intrigued through her tears, "No, why? I thought it was because they were separated."

"That's what I thought also," said Penny. "Leonard found out Priya had cheated on him."

"That bitch," Bernadette said. Suddenly, a small smile formed, "See, I have enough information now."

Penny smiled, but it was very short, "We talked about Raj. Leonard got absolutely furious and I thought he was going to walk out, and when that didn't happen, I almost threw him out."

"Hold on," Bernadette interrupted, "why would Leonard be mad now, and why would you throw him out?"

Penny looked at Bernadette, chewing on her lower lip, "It turned out he wasn't over it, it just kind of set him off and he said some rather nasty things. Although, I can't say that I blame him, his comments really pissed me off. He had said we would talk about things, then he didn't talk, but really yelled at me. He calmed down, but I got mad and I told him to leave and he wouldn't. I tried to walk past him and he stopped me and apologized. I didn't want to hear it and tried to get away, he wouldn't let go. Finally, I told him what actually happened, and now that he knows what really happened, he's much more comfortable with it, although I'm not."

Bernadette looked at Penny, "What actually happened?

"Bernie, I can't tell you," said Penny. "I promised Raj and only told Leonard because he deserved to know."

Bernadette became serious, "Listen, Penny, you want me to help you, I need to know what you were thinking, what you were feeling, so I can give you the advice you say you need. So spill it."

Penny thought it over. _I need her help. I've got a lot more to go through and will need her advice. I just have to get her to promise she won't say anything to Howard._

She nodded and started, "By the way, you cannot tell Howard about this, Bernie. Him and Raj are too close and it will get to Raj. Promise me you won't say anything, OK."

Bernadette nodded, a look of interest on her face.

"Everyone thinks we had sex, we didn't, although it was obviously my intention," said Penny self-consciously. "Raj got too excited when I tried to help him put on a condom."

Penny heard Bernadette giggle, "This is funny."

"It was a disaster and it almost killed my chances with Leonard. Why would you think it's funny?" Penny demanded.

"I'm sorry Penny, funny in an ironic way, I know it wasn't funny for you," Bernadette said apologetically. "Raj is always giving Howard hell for his history of getting 'too excited'. Well, Howard used to get too excited anyway, he's gotten a lot better since he started using those pills my section has worked on. To know it happened with Raj is kind of ironic."

"You can't say anything, remember you promised."

Bernadette mimicked turning a key on her lips and throwing it away, "Just make sure you don't say anything about what I just told you.

Penny smiled and nodded, "Leonard and I are both working to get over it." She paused again, "Leonard said he forgave me almost immediately, although his reaction shows he's still not over it. He tries to keep it down and since he now knows what happened, he may be good now. I still haven't forgiven myself for what happened. I was planning to have sex with Raj, Bernie. Drunk or not, that would have hurt Leonard, I can't get over that."

Bernadette raised her eyebrows at that. "Penny, you have to let it go. If you don't, you may hurt your relationship. It appears Leonard is trying, you have to work at it."

I know, but it's hard. I still feel so guilty." Penny looked down for a minute, when she looked up, she continued, "We also talked about how we got back together, our Beta Test."

Bernadette looked at her, "Your what?"

"You know how I don't like to talk about problems," said Penny. "Well, Leonard suggested we should treat our getting back together like software. He called it Leonard and Penny 2.0, and we were in a 'Beta Test'. We tell each other the problems, he calls them bugs, we found in our relationship. We don't get mad, just try to fix it. We were going to go slow, hell, we did go slow. Bernie, that time Leonard proposed during sex, it was our first time since getting back together."

The shock on Bernadette face was very evident.

"That's where our talk stopped. Now, he wants to continue past the proposal, the I love you, not letting him move in, Valentine's Day, all of it."

Bernadette looked at Penny, and sounding frustrated said. "Again, what happened on Valentine's Day?"

"After we got back to our apartments, he walked right to his door and didn't say good night to me." As Penny continued, the quaver in her voice was evident, "After I got in my apartment, he came through the door, yelling at me, wanting to know what was wrong with me. He called me a bitch, Bernie. I know I was, after that night, I called myself that. Still, it was so unlike Leonard to not just agree, but actually say it."

Bernadette looked thoughtful, "Your, right, that doesn't sound like Leonard."

"I told you, he's changed Bernadette, but it's a good change. He's doesn't grovel anymore," Penny sighed. "He tells me what he wants. I can't just tell him what to do anymore. He turned down my offer of sex at Christmas to go play Dungeons and Dragons. He's got this confidence about him."

Bernadette held her comment that she agreed this was a good thing.

"Anyway, I told him things were going so well, I was just so happy with him. But, I was afraid of getting more involved. I knew he would just keep proposing and at some point, as happy as I was, I would say yes. That's why I sabotaged that night. I figured if I did something to get us mad at each other, I wouldn't be as happy. Being happy brought up the feelings of being afraid of getting married and spending the rest of my life with him. That's why I was such a bitch that night. I didn't know why it frightened me then, I think I know now. We sat down and he said he wasn't going to ask me to marry him anymore."

Penny continued sadly, "Bernie, when he said that, I was so scared. I thought he was breaking up with me. You know, a 'I won't ask, because we won't be going together anymore', kind of thing. It was like when that bitch Alex made a move on him. I thought it was another case of me finally saying I love you to someone, and then they would leave."

What's this leading to Penny?" Bernadette said softly.

Penny smiled, "He told me I would have to be the one to propose, if I ever wanted to get married. He's left it up to me, that's one of the sweetest things any guy has ever done for me. Letting me decide when it was right."

"Well, that takes the pressure off, right?"

"For that." Penny looked at Bernadette pleadingly, "This is where I need the help. I still have to explain everything to him. As I said, being me, I'm still not comfortable, with talking about it. Not to mention that there is still that time when I thought I was going to break up with him. I don't understand that, Bernie. If I don't understand, how can I explain it to him. If I can't explain it, how can I tell him why I felt as if I should break up with him?"

"There's also that thing of thinking I didn't have to worry about him cheating on me," Penny shook her head, "I had this feeling that he wasn't going to cheat on me, and because of that I had this control thing over him or I laughed at the thought. I didn't, and now I know I don't have any kind of control. But, thinking I did have control back then, may have contributed to my feeling of being bored. Where's the excitement if I'm controlling him? How do I tell him I thought I controlled him, how will he feel about that?

Penny thought for a minute, before continuing, "Bernie, that six month period from the proposal to the first time I said I loved him, I was so confused about love, life, Leonard, everything. There was all these things running through my mind, I've changed my feelings about some things, but I don't understand the change. And, because I have to tell him now, without understanding, it makes me afraid he'll leave me, because he won't understand."

Bernadette looked at Penny and she could see the fear in her. _She's so in love with him. But, she needs to see it. She needs to understand it. Maybe I can get her to see it for herself, how her feelings are an indication she's in love. Explain her fear, and explain it's her first time. _

She continued to look at her. Penny was looking at her salad, pushing it around.

Finally, Bernadette said, "Penny?"

"Yes?"

"Tell me more about your so called boring feeling. In what way was it boring? You said you were happy. If you were happy, why break up? What really stopped you from breaking up with him?"


	24. Chapter 24 Penny's Problems

**A/N This is probably going to be the longest chapter, as I couldn't find a good break point to turn it into two chapters, and besides, this way you get the whole thing. The steps to saying I love you is modified from a How I Met Your Mother Episode. I had the episode on while writing this and it turned out to be the perfect way to get it across to Penny. Please let me know how you like this. And, of course, I own none of these characters. **

Chapter 24 Penny's Problem

Penny thought about it for a few minutes. Bernadette was getting ready to say something when Penny finally spoke.

"It's difficult to explain Bernie. When I was with those previous guys, it was always about the sex. That was what love was, right? Having sex with your guy. What the guy was supposed to want, was to only have sex with me. Because it had happened so many times before, I was always afraid that the guy would cheat on me. That made me afraid of the guy cheating, but that fear brought an excitement to the relationship. Oh, I know now that wasn't a good excitement, but I didn't know any better."

"My thinking of the time was if I was only having sex with him, that meant I was in love, so I could say I love you. I know they didn't care if I said it or if it meant anything deeper. I thought they were like me, just say it, it really didn't mean anything, they loved me if they didn't cheat on me. But, the guy cheating and leaving happened so much, I became afraid to say I love you, because then the guy would leave. I was a fool for thinking that, but that's how I thought."

A slight smile started on Penny's face, "Leonard was different from all the other guys. He cared about what I wanted, he cared about me first, then him. Sure, he wanted sex, but his mind wasn't locked only there. You should have seen it Bernie, the first day I met him, he was willing to go to Kurt's and get my TV. Kurt pantsed him, well, Sheldon too."

Bernadette smiled.

Penny continued, "He's always been one to do what he could for me, even when we weren't together ... he paid my rent one month, when I was short, and that was AFTER we broke up. The problem was he had to hear me say I love you, to make it real for him. I think that's from the way is mother was. However, with all the baggage I had, I couldn't give him what he wanted, to say I love you. A week or so before I thought about breaking up with him, he was pushing me to define what was going on between us and I still couldn't say I loved him. That made me think about it."

"And, thinking about it made me confused," Penny said seriously. "He made me feel so safe and secure when I was with him. I never thought he would cheat on me, as all the other men seemed to do. He would do anything for me. All that made me happy. Yet, we weren't having sex. That whole beta test was done with no sex. Even the one time we started, we didn't finish because of the proposal. Without the sex, I didn't feel the fear, the excitement in the relationship. Not having that fear with Leonard made me feel safe, made me happy. But how could I be happy in the relationship? After all, I couldn't be in love with him, because there was no fear. Not having that fear meant there was no excitement. Without the excitement, it was boring."

I also wondered if the reason I was bored was because we were only a good couple when we weren't together. You've seen those. You're great friends. You can hang out together and it's a blast. But then, you try to get into a romantic relationship and everything falls apart. It turns out you're great as friends, terrible as a couple."

"Maybe it was boring, because I thought I could control him. It's happened to me before. I get a guy wrapped around my finger, but what's the fun in that? That is boring. At the time, I thought I had control over him, so maybe that was it."

Penny continued thoughtfully, "Just last night, I came up with the thought that maybe I thought I loved Leonard because of the fact that I never feared hurting the other guys. I wasn't going to cheat on them, that wasn't me, but, hurt them by saying or doing something. I always knew I could make it better by just being cute and they would forget about it, so hurting them didn't bother me."

"With Leonard, the first time we dated, I did that at the beginning, just like always. As we went along, I didn't want to be cute and make it better with him. I just didn't want to hurt him. I want to be cute and playful to make him happier."

You asked me why I didn't break up with him last fall. It was mostly because I didn't want to hurt him, but there was also another fear, a new one. I remember those two years after we broke up. I was so miserable without him, how could I break up with him? Maybe this is what it means to be in love, happy with the person, wanting to be with them, not wanting to hurt them, wanting to make them happy and that was the excitement. If it was, it's the first time in my life that I've felt that way. But, if I don't know what love is, then how do I know?"

"Even now, I say I love you to him, I am positive I do, but then the thought pops up that how can I love him, when I don't know what love is." Penny said sadly. "I still tell him I love him, because even if I'm confused, I still think I do love him, what ever love is. More importantly, I know I really care for him deeply."

Penny stopped, her eyes getting teary, "You see Bernie, I didn't know. I was confused and even now there are questions for me, how do you define love? If I can't define it, how can I say it truthfully?"

Penny was looking off in the distance, then started to grin, "I want to make one thing very clear. There has always been an excitement in our sex life. Back a few years ago when we saw each other the first time and more recently. The very first time was awkward, but after that ... the best way to explain it was we broke my bed. That excitement had nothing to do with fear. Leonard's one the most considerate, if not the most considerate lovers I've ever had. He's gentle when I want him to be, he can be rougher when I want, he listens to me, he's willing to experiment."

Penny smiled, "He looks up things on google for us to try and he's the only guy that has been able to consistently get me off. No guy had ever been able to do that before. Oh, a guy could get me there every now and then, but Leonard gets me there almost all the time. However, during the Beta Test, we didn't have sex. We made out a couple of times, and when we did that sexual excitement was there, but not from fear."

"So you see my problem," Penny said sadly. "I don't know..." Penny had her head hanging down and didn't see Bernadette grinning. Penny finally looked up, when she saw the grin, she looked puzzled.

"What are you grinning about, don't you see how messed up I am about this?" Penny snapped.

Bernadette said, "Let me tell you right up front, Penny. I believe you are deeply in love with Leonard now. From what you told me here, I believe you've been in love with Leonard, at least, since before you broke up three years ago."

Penny gasped, "How do you figure that?

Bernadette continued to smile. "OK, let me start with this. You know the steps to saying I love you, right?"

Penny shook her head, "Bernie, I haven't figured out what love is, how am I supposed to know that?"

"First, you think you have feelings for him," Bernadette started. "When was the first time you realized that you had some feelings for him?

Penny thought about it. With a slight smile she said, "It wasn't long after he moved in. He ended up having sex with another physicist. I wouldn't have known, except Sheldon didn't know how to deal with the tie on the door. They made a cute couple. A couple of days later, I found out that Leonard had quit seeing her. When I walked away, I was smiling and feeling good that he wasn't going out with anyone. I thought it so strange.

"That far back?" Bernadette sounded surprised. "OK, but think about it. You felt good that he wasn't with anyone else. Why feel that way, unless you have feelings for him. Next, there is the you know you have feelings for him. When did you first know?"

Penny thought for a minute, "Just before the guys went to the North Pole, Leonard came over to ask about some things I had given him. I tried to convince him it was nothing, but inside I was dying that he was going to be gone. When they got back is when we started dating...no, that's not right, we were just together all the time. But, that summer was terrible without him. I don't ever want to go through caring for someone that much and have to be separated for that long again."

"I know how you feel there," said Bernadette with a smile. "Remember, Howard was in space."

Penny smiled and nodded, "At least you could talk to him and see him, even if he wasn't there. I had nothing from Leonard for three months."

"Yeah, but you weren't married," teased Bernadette, I was." She continued, "You didn't want him to go, to be separated from him. Again, if you didn't have strong feelings, why worry about it? Third, there is the 'I know I'm in love with him, but I can't say it yet. I know you're confused about what love is, but when did you have that 'I want no one but him' feeling?"

"I know that one exactly," said Penny, with a big smile. "I have you and Amy to thank for that. You suggested that I get more involved with his work, or with his hobbies. I had never thought about putting effort into the relationship. As I said to you, his job was to make me happy, mine was to give him sex. Again, I thought about a sexual relationship as being in love."

"That first time I went and saw him at his lab. He was just so ... so ... fantastic. He was working on some experiment with lasers and making something appear in the air."

Bernadette interrupted, "I bet that was a hologram."

"Yeah, something like that, holographic display, maybe? Penny asked. She continued, "Anyway, he had this pencil that was floating in the air, and he could move it with his hand. Then he had the Earth floating, and then he went to a whole galaxy. It was so amazing Bernie. It was his ideas that made those things appear in the air. Then he talked of some idea where we're all a painting on something at the edge of the universe."

While he was doing that hologram thing, and explaining the other idea," Penny said excitedly. "I realized how amazing Leonard was. I got this warm feeling, the excitement that I thought was missing, but it had nothing to do with sex. I mean his explanation made me realize how smart he was, which then led to me thinking about how good he was to me, how much he had helped me, how much he showed he cared about me. Which got me to think about how could I let someone like him go? All this feeling for him just bubbled up, I almost started crying."

Penny face became animated, "Then, I got so excited we had sex right there in the Lab. I went back a few days later and he showed me how he could make this really heavy iron ball, float, and the same thing happened. All those feelings, and that was when I knew I loved him. Well, my new, confused understanding of love. We had finally started having sex, but I was so excited just to be with him, and all these feelings had nothing to do with the sex."

Penny got a contemplative look on her face, "I knew I was still confused what love was, but it was a big moment for me. After that, I worried more and more about losing him. How much I wanted to make him happy or just wanting to be with him ... I don't know if I can explain it. All I know is the time in his lab locked my feelings into place, my feeling of what I called love for him. It must have been a real feeling. Since then, I've had no doubt about how much I care about him. I wanted to say love him, but again, the confusion about what love is, and how I had been treated held me back."

Bernadette smiled at her, "I think were getting there Penny. Finally, you know you're in love, and you say it. You know, you finally say it."

Penny smiled, "I didn't tell you about how it happened. It was a the end of that whole six month period of me being confused about the whole thing and a few weeks after the lab thing. After the lab, I was feeling so good about being with him, and for almost four weeks I had been thinking about how maybe what I was feeling was love and if it was, how that went together with my old thinking of sex meaning love. I guess all the thinking about let me say it, in the middle of an argument. It just came out.

"You didn't," said Bernadette.

"Yeah," Penny laughed. "It was during my history class, I had to do an oral report and we had to do it with a partner. This English guy was my partner."

"Oh, I love that accent."

"Yeah, so did I," again Penny laughed. "But, it upset Leonard. He did something really stupid and the next day we ran into each other and argued on the landing between the apartments. I was yelling at him to get over his jealousy. I guess, after four weeks of thinking that I was finally in love with him, it was on my mind. I told him not to worry, that I was with him and he knew I loved him, so relax. I didn't even know I said it until he kept looking at me and I went back over what I had said."

Actually, that's kinda sweet, Penny," smiled Bernadette. "If you did it without thinking, it was your real feelings. So, that is how you got to the I love you point."

"Well, there was more. I was so freaked," Penny remembered. "My old fears came back up. When he pushed me, because it was the first time I said it, I didn't back down from it. With everything I had been thinking about, I accepted I had said it. I just told him it was too emotional for us right then, I didn't want to talk about it, and I had to get to work, so I ran down the stairs. I was ready to cry, whether from happiness or fear, I wasn't sure. After that, it wasn't hard to say it anymore. Even confused about what love was I wanted to let Leonard know how much he meant to me, and the only way to do that was to tell him I loved him."

Bernadette had a happy look on her face. "OK, new subject. When you broke up, you thought it wouldn't hurt him as much as stringing him along, right?"

"Yes."

You felt bad because you thought you hurt him on you one night stand with him, right?

"Yes."

Bernadette thought for a few seconds, "And then kissing Zack, you thought you hurt him, right?"

"Ummmmm, well, I knew I hurt him, yes"

Bernadette said quickly, "That difference is not important, you felt bad because you thought, or knew, you hurt him. And, you can't forgive yourself for that time with Raj, because..."

"I hurt Leonard badly," Penny said with a touch of annoyance.

"You didn't want to break up with him that time you thought it was boring, because ... you see where I'm going with this?"

Penny looked thoughtful for a minute or two. She nodded, "I didn't want to hurt him...well, honestly, that wasn't all. I remember the last time I broke up with him. I was confused then too and miserable for two years after. Last fall, I didn't want to lose him again, without being sure. I didn't think I could ever get back with him if I dumped him a second time, and what if I was wrong? I was so confused about if I loved him, or if I even knew what love was, so I figured it was better to just hang on for now. If I became sure about breaking up, then I could do it."

"Although you didn't want to lose him there," Bernadette said. "You've consistently did things to keep from hurting Leonard. Not wanting to hurt someone is a sign of love, but there's more. You didn't want to lose him, or regretted when you did lose him."

"That's why I said I thought you were in love with him when you broke up," Bernadette said. "You had feelings for him before that and you broke up with him, and upset yourself, because you thought it was best for him."

"You have a great sex life. You feel safe with him, you enjoy being with him, there are many other things...don't you see Penny," Bernadette pleaded. "All of this tells me you ARE in love with Leonard."


	25. Chapter 25 Bernadette Breaks Through

**A/N Ok, here's the last part of Bernie's and Penny's lunch. Please review and let me know your thoughts and how you like it so far. Other's own the characters, I'm just borrowing them for a while.**

Chapter 25 Bernadette Breaks Through

Penny kept staring at Bernadette, "What other things?"

"You told me when you broke up with the other guys, it didn't bother you that much, because you knew you could find another guy," Bernadette explained. "Were you mad at the guys when they cheated, were you hurt?"

"Of course."

Bernadette asked, "So, when did you start dating after breaking up with them?"

Penny thought about it, "Well, sometimes I'd find a guy the next weekend and have sex all weekend, to get over it, or I'd start dating right away, why?"

"After you broke up with Leonard, did you have sex right away? Did you start dating right away?"

Penny thought back. "No, I didn't. It was three weeks or so before I went out, and then only had sex once and even then I only dated the guy for a couple of dates.

Bernadette pressed her, "Think about why Penny and why did you still hang around Leonard?"

"Well, I was so depressed by breaking up," Penny said despondently. "At first, I didn't want to go out. I grabbed at a chance to stay friends with Leonard, because I thought there was a chance Leonard and I could get back together."

Bernadette continued to press, "So, you broke your normal pattern for Leonard?"

Penny was thinking again, "Yeah, I guess you could say that."

Bernadette kept pushing her, "After all Penny, look at all the guys you dated when you were younger, and how you only dated Zack from when you broke up to getting back together."

Penny shifted uncomfortably, "Not quite Bernie. I started dating a few weeks after that thing with Raj."

Bernadette's mouth dropped open. "What? You never said anything about that."

Penny smiled at Bernadette's expression, "Yep, I was pretty quiet about it. I thought I had screwed things up, for good, with Leonard, and he was still dating Priya. What was I supposed to do? Leonard does know though, I told him during our talk."

Bernadette was shaking her head, "Wow, didn't see that one coming. Was it more than one guy?"

Penny nodded, "Yes, four to be exact, one several times. He had to work one night, it would have been our fifth date, and since he had to work, I asked Leonard to go with me as a friend. That was our disaster of a 'friend night'. Leonard doesn't know this part, I guess I should tell him, but I was probably going to sleep with him that night."

Well, didn't you go out with him again?

"No, I thought about how bad that 'friend night' with Leonard was and why," Penny said. "It seemed that Leonard and I were jealous over each other and that meant we still had feelings for each other, as more than just friends. Even after everything that had happened, I thought that meant that there was a chance we might get together again. So, I called the guy and told him we were done."

Bernadette was surprised, by the confession, "Wow...OK, but that just strengthens my case."

"How do you mean?

Bernadette said, "Well, you broke off an ongoing relationship where you were thinking of sleeping with the guy, for a CHANCE of getting back with Leonard."

Penny looked thoughtful, "You know, I never thought of it that way."

Bernadette smiled. "You want my next point?"

Penny grinned and said, "Sure, I'm liking this."

"You said that Leonard is acting more assertive, right?"

Yeah, he's got a lot more confidence now," Penny said.

"And, you're saying you are worried about him leaving you, right"

Those memories were getting Penny upset, "Yes, I am. That thing with Alex, then Valentine's Day, I thought he was going to break up with me. That's what scares me."

Bernadette continued to lead her to it, "Think about that Penny. You know Leonard's loved you for quite a while now, and that whole time, he was always worried about you breaking up with him. You said he was very insecure about the relationship.

Yeah, what's that got to..." Penny got a far off look in her eyes.

Bernadette let her go.

"So, Bernie," Penny said. "You're saying I'm insecure because I love Leonard and with his new confidence, he's not dependent on me like he was and I'm afraid he'll leave and I won't have him. That's silly."

Bernadette didn't hesitate, "I'm sure it's more than just the fear of him leaving. How much you care for him, how much you don't want to hurt him. All those other things you've said about how you've felt these last few months, play into it."

Penny look lost in thought.

Bernadette continued excitedly, "Penny, this is a good thing. For the first time in your relationship, you both are afraid of losing the other. You're both insecure, to some degree. And the sweetest thing is that neither of you want to hurt the other or do something that will cause the other to leave.

Bernadette continued, speaking faster, "You both want to do things for he other. Your relationship is very balanced at this point. Not like it was before, when you thought you Leonard was supposed to make you happy, and he did everything he could, TO make you happy. However, you both have to get over some of that insecurity. You've started to get insecure and Leonard has become less insecure. Right now you have to trust each other more to not hurt the other."

"So, let me lay it out for you," Bernadette was trying to get through to her, "you are insecure and are afraid of losing him again. You don't want to hurt him, you broke up with another guy to try to get together with Leonard. Your old thing of thinking love is sex doesn't apply with Leonard. All of these are signs you are in love with Leonard. That you don't recognize it is, I believe, due to you never feeling like this before."

Penny's expression didn't change.

"I even had those thoughts about losing Howie," Bernadette sounded sad, "you know we fought over kids, over the bachelor party, telling his mother about space, and several other things. But we made up and each gave a little. Because both of us didn't want to lose the other. I think you and Leonard have reached that point."

"I don't know Bernie, this is all to much for me to understand."

Bernadette was sharp, "No, it's not, Penny. Think about his one. Remember when Howard and I had one of our fights, and you said something about being engaged and still having a lot of options?"

"Yeah, what about it?" Penny asked "I didn't understand why you were so sure, especially with Howard.

Bernadette said, "Well, you're not engaged yet, but at this moment, do you still think you have other options out there? Are you looking around?"

Penny thought about it for a minute, then a shocked look appeared on her face, " No, Bernie, I'm not looking around. Since that thing where Leonard was jealous I realized what guys hitting on me did to him, so I don't even give the appearance of looking. If someone tries, I shut him down. If Leonard is close, I grab him to let everyone know who I'm with. I've noticed myself touching Leonard all the time now, even if it's just him and I."

Penny smiled, "If Leonard is not around, I tell them I have a boyfriend and please leave me alone. I have no other options. Leonard is the only option I want. But, I still have things that prevent me from committing like you and Howard did."

"Half the problem is knowing you have one, Bernadette said. "How long have you know about your problem with commitment and why are you afraid?"

"I don't know exactly," Penny said, thinking about it, "I've seen marriages go bad. I've seen bad marriages. I've seen and lived through a bad experience living together. It's the same thing with saying 'I love you', Bernie. I knew, or thought I knew I loved him, but couldn't say it because of all the problems I remembered having after I said it, plus all the confusion of what exactly love is. Maybe I need to think about those bad marriages and figure out how Leonard and I are different."

Bernadette smiled, Penny was getting it, "Now, think about that excitement you said wasn't there. You thought it was because of being afraid of being cheated on. Now, you know it's Leonard and what he does that makes you excited. You know Leonard won't hurt you, you know you don't want to hurt him, but now you're afraid that you'll do something yourself that will drive him away. You got the excitement back, not the same excitement you thought you needed, but a different kind of excitement, and you're afraid of doing something that will, in the end, hurt you."

Penny, your earlier relationships were all based on sex," Bernadette was determined to get her to think about it, "you didn't know any better. Leonard was never just about sex. That was something you never had before, so you didn't know how to handle it. He wants to do things for you that make YOU happy. But, when a relationship gets to this point, you both have to make an effort, or it falls apart."

"The entire time you've known Leonard, he's been willing to do things for you to make you happy and he was always worried about you, even when you weren't together. You told me he seemed as if he was always worried about you leaving him."

Bernadette was now pushing hard, to get Penny to see. "Now look at you. You thought he was supposed to make you happy. You thought you could always find another guy. You thought there was no excitement. You were getting deeper into this more than sex relationship, but didn't know how to deal with it. It looks to me that once you started putting effort into the relationship, you got your excitement back. You started wanting to do things for Leonard to make him happy, like he was doing for you. You got to the point where you actually do love him. You just don't recognize that feeling, because this is the first time in you life you are experiencing it."

Penny was quiet for a few minutes, thinking about everything that she had said, and putting it together with what Bernadette had said. _Could it be? Do I finally know what love is, and am I really in love with Leonard? Wanting him happy, wanting to be with him, not wanting to hurt him anymore, are all those feelings of love? All I know is he has made me so happy, I can't let that go. But, what would he want with me?_

"Bernie, it's just...sometimes, I wonder what Leonard is doing with me or sees in me. I feel as if my life's been a failure. You guys all have high educations, exciting jobs, I dropped out of college. I'm stuck in a dead end job and my acting career isn't going anywhere. What am I doing with someone like Leonard? For that matter, why do you and Amy put up with me? "

Penny, you can't think like that," Bernadette began gently. "You're warm, funny, caring, helpful, and many other things that make you so great. You're the opposite of Leonard's mother, as far as emotions go. Education is great, but for some people, they aren't looking for brains or education, they're looking for an emotional connection. I'm not saying you can't have an emotional connection if you have education and brains. You two just happened to find each other. You have the emotional make up that fit's exactly Leonard's needs, and Leonard fits yours, and much better, I might add, since he's gotten some confidence. You two have a very strong emotional connection. I know you like matching people up. If you could see the two of you together, you'd understand what the rest of us see."

"What do the rest of you see?"

Bernadette look at Penny with caring and said, "Penny, everyone, except Sheldon, who doesn't bother with these things-although Amy is trying-knows the two of you are meant to be. The guys have been watching you two for six years and know how hung up on you Leonard has been since you two met. Amy and I haven't been watching for as long, but I think we saw you at your emotional low about Leonard, so we know your feelings."

Up and down, loving, fighting, you two are like the perfect match. Your strengths offset his weaknesses, his strengths offset yours. You were both miserable after breaking up. You two stayed friends after breaking up. Stayed friends even when dating other people.

Penny was silent for quite a while. When she finally spoke, she sounded reflective, "These last few months I've been so happy and until now, I didn't really know why. With all of your explanations, I really believe I can now say I know what love is for me. As a result, I know I'm in love with Leonard, have been, and now I have no problem saying it to him."

"I knew before I got here that I have commitment problems. I'm not over them yet, but as you said, knowing about them is half the battle. Maybe if I can find another job, or get some parts, the bad feelings about those things will go away. It's so wonderful when I'm with Leonard, he seems to make everything better for me. He's been the one constant good thing in my life, these last six years."

Bernadette had one more point, "I'll finish with this, I've heard that love means your happiness is dependent on your lover, partner, spouse, whatever, being happy. Do you think that you could be happy if Leonard isn't happy? I'm not sure if that makes sense."

Penny nodded, "No, no, Bernadette, that makes perfect sense. I think I've got it figure it out, thanks to you, and no, I wouldn't be happy if Leonard is hurting. I'm not afraid of telling Leonard about anything now, even though I'm not quite sure how he'll react to a couple of things. You've been such a big help, Thanks."

As they were sitting there, Bernadette saw Penny get that far off look in her eyes.

Bernadette was staring at Penny and after a few minutes she said, "What are you thinking about?"

Penny face was sad, though there was the beginning of a smile, "You know I've done so many things that have hurt him, I should do something that shows how much I love him. So, I have a plan to explain to him why we can't live together yet, while still showing Leonard how much he means to me"

"What are you going to do?"

Penny's mouth turn into a sly grin, "Bernie, if I tell you, you can't say anything to anyone. Promise me, all right?"


	26. Chapter 26 A Busy Day for Penny

**A/N Have to get a couple of things into the story and this looks like as good as place as any. Think of this chapter as "Sheldon in the backseat" type of thing. Something to temper the drama a bit. As always, please continue to offer some input and letting me know how you like it. I haven't said this in a while, so I don't own the characters, but they own me.**

Chapter 26 A Busy Day for Penny.

Penny was musing over Bernadette's reaction to her plan. She smiled as she remember the loud squeal that Bernadette emitted. She had to remind her she couldn't say anything to anyone, and Bernie, understanding the plan, agreed. She just extracted a promise from Penny to tell her how it went.

She'd been in a great mood and had been smiling since she finished her talk and started her shift. _Interestingly, she was running way ahead of her normal tips. _ _I got a lot back from putting some effort into the relationship with Leonard. I've been pleasant, smiling and getting things out fast all night, maybe I should put some more effort into being pleasant and my work here won't seem so bad. Hmmmmm._

She finished her shift and started cleaning. It seemed to go faster tonight, and within a half hour, she was finished. She clocked out and went to find the manager. One of the other waitresses had be attacked a couple of weeks ago, and the new policy was the manager had to walk the waitresses out to their cars.

Penny drove home, wondering if Leonard was still up, and if so, was he in her apartment. She walked up the stairs, thinking about her boyfriend and the new insights and feelings she discovered that afternoon.

She heard the TV through the door and smiled, knowing that Leonard was waiting for her. She opened the door and walked through seeing Leonard sitting there with a glass of wine for her. He looked up at her and smiled. She walked over to him, pulled him up and kissed him, the kiss extending and becoming more passionate. Penny broke from the kiss and pulled him into a tight hug.

"What's up Penny? Leonard asked.

"Leonard, let me change, I've got some things to tell you." She took a sip of wine and seeing the look she gave him, she shook her head, "Not continuing the talk, but some other things. We'll continue talking tomorrow, but I've got to tell you this or I'll just burst."

Leonard looked at her and saw the excitement in her face, "OK Penny, I'll wait right here for you.

Penny ran to her room and took off her uniform, dropping it on the chair. She put on a pair of shorts and a T-shirt and walked into the bathroom to remove her makeup. After finishing, she walked back out to the couch. Leonard was looking at a book and didn't hear her behind him.

She stopped, looking at him. _ How could I have missed the signs? Thank god Bernie was there to get through to me. I really owe her for getting me to understand._

Penny leaned over and wrapped her arms around Leonard's chest. He was surprised by the gesture, but reacted by grabbing her arms. He felt her lips on his neck, but then felt her move her head so they were touching cheeks. He turned his head and gave her a quick kiss. Without letting go of his hand, she walked around the arm of the couch and sat down next to him, their legs and hips touching.

Penny was gazing into Leonard's eyes, "I had a very emotional and deep talk with Bernadette today."

"Why," he said. "Bernadette?"

"She's help me figure out my feelings and she's made me realize how much I love you," she said thoughtfully, "I've finally figured out what exactly being in love means for me and I know I love you...I just don't want to lose you," she paused, pulled him into a hug and whispered in his ear, "I love you so much."

Leonard looked dumbfounded, "Wow, I like it, but where is that coming from?"

"Leonard, I was nervous about telling you some things tomorrow night," she said. It had to do with telling you I love you, why I feel nervous about moving in and getting married, why I acted so distant and a couple of other things."

"Do you want to tal..."

"Not now, it's too late," she said brightly. "I'm willing to talk to you about anything now, and I will. I have to do it in an order that makes sense to me, hopefully makes sense to you. I will tell you something that could upset you, and before you ask, it's not another guy or me wanting to break up. There's never going to be another guy for me Leonard."

Penny leaned over and kissed a surprised Leonard. It took a few seconds, but he responded eagerly. When they broke, Penny looked at Leonard and said, "Just know, that thing that could upset you, doesn't apply anymore. It's in the past and it will never affect us, but I owe it to you to show you how I've changed, and to answer those questions."

Leonard smiled. "Well, Okay. I'm looking forward to hearing all this. For now, I've seen you and I've got to get to bed." He stood and Penny grabbed him.

"Oh, no you don't. You're coming to bed with me."

Leonard sounded exasperated, "Penny, it's late. I stayed up so I could see you..."

"Leonard, I need this. I've been excited thinking of you since I finished talking with Bernie, don't deny me this Leonard, please," she pleaded. "This isn't a case of me needing sex, I just want to show you how much I love you."

Leonard smiled, "I went for years wanting to have sex with you, now, you're pleading with me to have it? Come on, lets go."

He took the empty glasses to the sink, and on his way back, grabbed Penny's hand and led her to the bedroom, turning off the lights as they went.

...

Penny woke up slowly again, however, this time she felt Leonard's arms around her. _This was much better than waking up alone._ It was 6:45, his phone alarm would go off at 7:00. Penny had to pee, but she knew she could wait for 15 more minutes, so she just snuggled back into Leonard, enjoying the feeling of him holding her.

_He was going to pay for last night, today. He'll probably be tired all day as we didn't get to sleep until after one._ Penny smiled as she remember the slower, more relaxed session after an hour of cuddling. Although, she thought, that fast, desperate first one had some advantages.

Penny was amazed at how serene she felt. Since Bernadette had helped her figure out what her feeling were and what they meant, it was like all her troubles had dropped away. She knew that would change, but for now she was just enjoying it. She thought about the day ahead, what she had to do and having the talk with Leonard tonight. It was so strange, yesterday she was confused, upset, and scared of talking to Leonard. This morning, she was happy and looking forward to the talk with Leonard.

She heard the low beeping of the alarm get louder and she felt Leonard stir. She heard a "Mmmmmmmm", as Leonard's arms pulled her to him. He reached back to shut off his phone. She turned her head, smiled at him and said, "Good morning," and then kissed him.

Leonard smiled and said, "Good morning, you."

Penny giggled at him, "I didn't wear you out last night, did I?"

Leonard's smile got bigger, "Nah, although I may have to have a few more cups of coffee to get through the day."

Penny rolled out of the bed, heading for the bathroom, "I'll start the coffee if you want to take a shower, just let me pee first."

Penny came out of the bathroom, smiling at Leonard as she walked past the bed and out of the bedroom, Leonard got out of bed, heading toward the bathroom. Penny had orange juice, coffee and a bagel waiting for both of them as Leonard came out of the bedroom with a robe on, Penny could see his white socks and blue boxers.

Leonard had been keeping a few pairs of underwear, socks and a couple of robes at Penny's. Ever since Valentine's Day, when Leonard spent the night and had no clean clothes after his shower the next morning. Now, after his shower, he would use some of those he kept there and then crossed over to his apartment to finish getting ready.

For now, he sat with Penny eating his bagel, looking at Penny. She seemed so relaxed, a big change from yesterday. Something had happened with Bernadette and he was aching to find out what it was. Yet, he knew he was going to have to wait until tonight to find out. Penny had opened up, but it appeared, that moving forward, it would have to be on her schedule. He had no problem with that as long as she continued to talk about it.

He finished his bagel and took his dishes to the sink. He walked over to Penny and kissed her, "I got to get to the bathroom before Sheldon does, and then get dressed. I'll see you tonight when I get home."

"OK, sweetie," Penny said. "I'm making dinner tonight. I'm gonna get some porkchops, and I'll have some potatoes and vegetables, along with a salad, sound good?"

"You're getting to be a pretty good cook," said Leonard.

Penny smiled, "It's not that hard. You take the frozen whatever, put it in the microwave or oven and set the timer. Even I can do that. Although, I guess I didn't do that very much my first few years here."

Leonard leaned over again and gave her a kiss. "Ok, see you tonight."

Penny put her hand on his arm, "Leonard?"

"Yes?"

"I love you, have a good day and I'll see you tonight."

Leonard smiled, "I love you Penny, see you tonight." Leonard went to the door, turned and smiled at Penny, before leaving.

Penny went to her table, putting her coffee down. She went and got her computer and spent some time checking her e-mail, looking at Facebook, and sipping on her coffee. Her mind drifted to her plan for the night. She needed to pick up a few things. Leonard usually got home around 5:15, so she planned on having dinner ready at 6:00. It was going to be tight as she wasn't going to get off of work until 4 PM.

Penny finally got up, got her shower and put on her uniform. Getting to work just before they opened at 11, she realized something was wrong with Cheryl. When she saw her red eyes and smeared make up, she asked Bruce, her boss, if she could have some time with Cheryl. Bruce readily agreed as Cheryl, from the looks of it, was simply going to be useless to him today.

Penny grabbed Cheryl and pulled her into a booth in the back. It took almost two hours, mostly because Penny had to keep running to her one table, but she had finally calmed Cheryl down. During the talk, Penny realized that her perspective, while helping Cheryl, was also going to help herself in understanding her similar problem. Cheryl was able to get to work. Bruce called Penny into the office to thank her for getting Cheryl close to normal.

Getting off of work, she ran to a couple of stores and then to the apartment. After changing, she got the chops ready to go in, the potatoes ready, but she left the vegetables in the freezer. At five, she turned on the oven. She smiled because she had figured out what temperature and how long on her own. One of the reasons she never cooked were things like the potatoes and chops took different temperatures and different times. She couldn't get it straight until Leonard show her how to do it. Thinking of Leonard explaining it, she realized she thinking of him made her happy. Everything was ready when she heard Leonard and Sheldon in the hall.

She ran to the door and opened it. She found herself staring right at Leonard. He was preparing to knock, but was surprised by suddenly being confronted with Penny. But, he recovered and grabbed and kissed her. She pulled him into the apartment and slammed the door, leaving Sheldon looking puzzled, out in the hall.


	27. Chapter 27 Dinner and the Talk Continues

**A/N Well, we finally get back to Leonard and Penny talking. Not much else except please let me know how you're enjoying it. Of course, I don't own any of these characters, but making them jump when I tell them to can be fun, One last thing, I know you will all hate me.**

Chapter 27 Dinner and Restarting the Talk.

Penny hung on to Leonard and after a few minutes, he pulled her tight to him. She broke and pulled him to the couch. There was a glass of wine waiting for him, and he sat down and smiled at the excitement on her face.

"Hold on here for a minute, I'll get the chops in. She went to the kitchen and put the pan in the oven, setting the timer for 15 minutes. She walked back to couch and sat down with Leonard. She grabbed her glass of wine, raised her glass and said, "To us." Leonard was surprised, but he also raised his glass and clinked it and said, "To us."

They both took a sip, looking lovingly at each other. Finally Penny spoke. "Leonard, I've got dinner planned and afterward, were going to finish our talk. I want to thank you so much for being so patient with me. Talking about all this hasn't been easy for me."

"I needed to talk to Bernie to clear some things up. I thought about it today and after thinking about it, she didn't just tell me. She listed things, went over my actions and made me realize, on my own, how I felt and what love is.

She continued hurriedly, "Honey, remember, it has nothing to do with you. Well, it was about you, but it was all in my mind, and I couldn't very well talk to you about any confusion of how I felt about you, months ago, now could I? Bernadette was a dear and helped me see a few things."

The worry in Leonard's face was very clear, so Penny placed her hand on his and continued, "I told you, it's got nothing to do with you or where we are now. I was afraid of talking to you about the proposal, the I love you, Alex, everything. I told you some of this may be disappointing, some of it may upset you, but I feel I can explain it now. It's been such a confusing year for me, but, with Bernadette's help, I think I've got it all covered and know exactly where I stand."

There was a beeping and Penny jumped up to put the potatoes in. She set the time for 15 minutes again, and walked back to Leonard. "Sweetie, there one other thing I have to tell you, we'll talk about that after we get the talk finished. Mean while, how was your day?"

For the next ten minutes they talked about how tired Leonard was, how his research had gone, making Penny laugh as she explained she didn't understand it. Leonard smiled and did a quick metaphorical explanation that allowed Penny to understand at a basic level. Penny was about to ask about his explanation, when the beeping sounded again. She jumped up, heading for the kitchen area.

"Do you need any help?" said Leonard.

"No," Penny said quickly, "you just stay over there and relax, I'll get it."

"OK," Leonard shrugged.

Penny canceled the timer, and reset it for 15 minutes. She got the vegetables out, put them in the bowl and popped them in the microwave, setting the timer on it. She got the plates, utensils and set them on the table. She then got the salads out of the fridge, putting them on the table. Poured glasses of water and set them on the table.

Leonard was watching this with fascination. He remembered the time when she would grab a dirty fork out of the sink, to eat cold leftovers from the fridge. The apartment had been getting cleaner and cleaner, compared to how it looked when she first moved in. It wasn't up to Sheldon's standard, but then, nothing was. Penny's standards seemed to be changing. He smiled as he saw her bouncing around. She looked happy and...perky, although he would never tell her that. She hated perky.

"We can start the salads Leonard." Penny said, "Bring the wine with you." Leonard got up and moved to the table. Penny sat with him as they began eating their salads. As they neared finishing them, the oven beeped just as the microwave beeped.

Penny jumped up, as did Leonard. Penny turned to him, "Sit down, I've got this."

"You sure?" Leonard said.

"Yes, I am. Go, go," said Penny, as she pushed Leonard away.

She brought all the food to the table and they started eating. Not much was said. Penny thinking about what she was going to say, Leonard wondering what she was going to say.

They finished and Leonard started to take the plates and utensils off the table when Penny jumped up and told him, "NO, I got it."

Leonard looked at Penny, strangely.

"Go, sit on the couch," Penny said.

"OK, OK," said Leonard as Penny pushed him toward the couch.

Penny cleared the table, did the dishes and put everything away. Leonard kept asking if he could help, but Penny told him to stay there. Finally done, she grabbed the bottle of wine, and took it to the couch.

She set the bottle on the table, then looked at Leonard.

She smiled at him, just looking at him. "OK, as I promised, here's the rest. I guess the best place to start would be after the proposal, is that OK with you?"

Leonard smiled back, "That's as good as place as any. So, what happened that you didn't run off from me?"

Penny looked thoughtful, "You know, I want to start with something else. I have to start with something else, otherwise none of this may make any sense, and I'm not sure you're going to be all that happy with the beginning. So bear with me, OK?"

Leonard looked puzzled and concerned, but Penny went on, "I've been a bit untruthful with you and I'm not quite sure how to say it, so I'm just going to say it. Until yesterday, with Bernadette, I wasn't sure I knew what love was. As a result, I'm not sure saying I love you really meant anything, before that."

Leonard scowled slightly.

Penny saw it, but continued, "I've been telling you I love you since that first time, even though there was confusion in my mind, as to what love was. I felt very strongly for you and I wanted to let you know how much you meant to me, I didn't want to hurt you, and a few other things. But, all of that...was it love?"

"Bernie helped me see that I was still equating sex and love last fall, confusing the two and confusing exactly what love was. It's taken me the last few months to clarify everything in my mind. It was that first time in your lab, that I realized how I thought of love may be wrong. Just remember that."

The scowl disappeared, but Leonard was looking at her intently.

"It's strange to think of it now, as it's all so clear to me, after talking to Bernie," she said thoughtfully. "Yesterday, I was nervous about this talk and now, I have no fear telling you what has gone on. I guess part of it is I can point and explain the understanding of my feelings. So, please be patient with my explanations here, OK?"

Leonard nodded and smiled, "I'll try, I'm not going to promise, OK?"

"OK," Penny smiled back. "Now, we can go back to the proposal. I freaked when you first said it, then I was pissed after getting up and walking out of the bedroom."

"Heheheheh, yeah, I got that loud and clear."

"I was finally in a place where we could go back to having sex, and you pull that," said Penny with exasperation. "What the hell was I supposed to do? Do I act like it never happened? Do I act like it happened but we just ignore it? Do I just break up with you? What?"

Penny shook her head, "The problem was there was no way I could not think of it, so the first two were out. Besides, that was always our problem, push everything under the rug." Well," Penny said truthfully, "that was my problem. You always wanted to talk about things." So, I started trying to think of ways on how to deal with it. I couldn't come up with anything. I mean, at the time I couldn't even say I love you, how was I supposed to deal with a proposal?"

"Yeah, I know, I know. I 'm sorry."

"However, there was always the other plan. Just break up with you." Penny looked sad as she said, "I mean I did it when you said the I love you and I wasn't ready. If I just ended it, I wouldn't have to deal with it, but I couldn't. I was thinking back to the times I was so miserable after breaking up with you. I went back and forth, but the idea that I didn't want to be alone and miserable kept getting stronger."

"You know what?" Penny said as she smiled slightly, "I was so busy trying to think of ways to avoid talking about it, it never occurred to me that I hadn't given you the answer. When you pointed that out, in the hall, I was surprised. I still didn't want to talk about it, but, I wasn't ready to end it with you either. I was thinking ahead a little bit. I figured if I kissed you first, the no wouldn't be so bad."

"Well, to be truthful," said Leonard. "I figured I knew the answer anyway. Although, the kiss was nice."

Penny smiled, "Kissing you is always fun. Anyway, I gave you the 'no', but told you we were still dating."

"Yeah," said Leonard, "I wasn't too sure of that, after a couple of weeks. We weren't very cordial to each other prior to and at he wedding. Although you grabbed my hand during the launch, that was it for about a month and then another month, before it felt right again."

"From previous experience with you, I knew I had to give you time, not push you. I had done way too much of that trying to get answers from you, and every time you either got angry or shut down. In this instance, I just tried to give you space and time to figure it out."

"I've always known you were a smart man," said Penny. It only took you how long to figure that out?"

"Penny," Leonard said seriously, "I wasn't happy, but didn't want to push you. For one, it felt like you were avoiding me. Then, you weren't avoiding me, but not acting at all like we were boyfriend/girlfriend. We went almost two months before we kissed again."

"I know, I know," said Penny despondently. "I was avoiding you, I was holding back, I wasn't sure, but didn't want to break it off. I told you, it was still weird. Finally I just decided if I wasn't going to break up, I had to start acting better. So I got myself together."

"Just in time, too," said Leonard defiantly. "At one point I was ready to say screw it, and just break it off myself."

Penny looked sad, "I didn't know that Leonard. I don't know what to say. I was acting terrible, so I can't really blame you. I'm glad you didn't."

"It was just that I couldn't do it unless I knew for sure, you know? Leonard said. "I needed to push you on this, but it took me another month before I felt good about questioning you about it. By then, we were back to where we were about half way into the beta test, except for one thing. You were still acting distant, and, even though I pushed you, I didn't get an answer. Remember that night, when you threw Raj out?"

"I remember it all too well," Penny paused. She wasn't sure if she could continue. She kept looking at Leonard. His expression became puzzled. She had thought that the understanding of how she felt would let her explain it, help her get through this. Now, looking at Leonard, thinking about how he might feel about it, she hesitated.

Finally, she started speaking. "You wanted to talk about where we were, and I was doing my usual avoiding your questions as much as I could. Leonard, after that night, I realized I had to figure it out. I either needed to commit, or just give it up. It wasn't fair to you. I thought really hard for a long time. My confusion with what love was caused me to not understand what I was feeling. There were also some other things I was thinking about."

Penny stopped, despite her determination to get through this, her face was a study in sorrow, remembering, tears were forming. She gripped his hands and said, "Leonard, about a week after that night you wanted to talk about where we were, I almost broke up with you again."


	28. Chapter 28 Shared Pain

**A/N OK, here's the explanation for the almost breakup. Hope you all enjoy it. As usual, I don't own anything, except the words between the names. I'm really interested in how readers see how this fits with 6x02, so please review and let me know. **

Chapter 28 Shared Pain

Penny could see the shock, sorrow, and bitterness in his face as tear's started forming in Leonard's eyes.

Penny gripped his hands tighter, "Leonard, please, please don't go there. It's all right now. I promise you, it's all right. Remember? I said I know now?" The expression on Leonard's face hadn't changed, but tears were now falling down his cheeks.

Penny started sobbing, "You have to let me explain, please...OK, we can wait for a bit...Leonard, I'm so sorry, please hold me...Please Leonard, hold me."

He still hadn't moved. Panic was rising in Penny. _ Oh god, what have I done? I've hurt him again. No, please no. Please let him give me a chance. Let him listen to me. Let him understand._ Penny's thoughts were jumping to various scenes of Leonard walking out. Finally, desperately, she leaned over and tried to wrapped him in a hug.

Leonard shrugged her off, stood and walked to the window.

Penny was stunned. Leonard had walked away from her? That never happened, what did this mean?

"Penny," Leonard said in a broken voice as he looked out over the city, "I'm not mad, just...I don't know...hurt...disappointed...bitter maybe? Just give me a few minutes.

_Hurt? Disappointed?_ _Even bitter?_ _How did this get so bad? I know how to explain it. I knew he might get upset, but this?_ _He has to give me a chance, please Leonard I understand why now._ She was completely panicked, she didn't know what to do, so she quickly said, "I'll explain in a minute, OK? I can clear this up for you...I can make you understand...You have to listen to me...Please listen to me..."

"Penny," Leonard snapped, "YOU have to understand. This comes as a shock and it's really hurts for you to say this. I said just give me a few minutes, OK?"

Penny was shocked at his tone, tears were falling down her face, "Be right back," she said as she headed for her bedroom. She came back out almost immediately, carrying the tissues, wiping her eyes with one.

Leonard turned to her, when he did, she held out a tissue. He took it from her and looking straight at her said, "I'm sorry I snapped I'm frustrated. I'm not supposed to get angry at what you're telling me and I'm not, really I'm not mad. I was pissed that you kept going when I asked for some time. So, again, I'm sorry I snapped at you, but you have to give me about five minutes." He turned back to looking out the window.

_OK calm down Leonard. She said she can explain it, and after the last few months I believe her, ...there seems to have been a change in her. But, why is it so hard for her? Why did she think of breaking up again? Why does she have a problem with me?_ He kept running these thoughts though his mind, trying to come up with an answer. He continued to look over the city and was calming down, but not quite sure what he should do.

Penny's sobbing voice broke through his thoughts, "Leonard...Leonard...sweetie, it's been ten minutes. What are you thinking about? Leonard, you not going to break up with me, are you?

The fear in her voice finally registered and at that he spun around. He could see the panic in her face, the sorrow. He couldn't let that happen. He walked up to her, opened his arms and hugged her. He could feel her sobs shaking her and he tried to get her to calm down. It took another five minutes, but Penny finally stepped away from him.

"Leonard, you said you almost broke up with me, so you have to understand how I felt, right?

"No, Penny," Leonard said gravely, "I don't know how you felt. You were thinking of breaking up with me because you weren't sure. I was thinking of breaking up with you because I thought you weren't sure. We both thought about breaking up, because YOU weren't sure."

"No, Leonard that's not what..."

"Hold on," Leonard interrupted her, "let me explain how it is with me right now Penny, at this point it would take more than this for me to break up with you, but you have to understand my feelings here. I didn't know this. I wasn't aware that you wanted to get rid of me...again." Penny could hear the bitterness in that last word. "So, I'm upset but, I love you and won't just drop you."

Penny just nodded, relief showing in her face.

Leonard led Penny back tot he couch, they both sat, Penny trying to get closer to Leonard, but he slid away from her. He looked at her with a neutral expression. This confused Penny as she had no idea what he was thinking.

"Penny, what you just told me, I..." Leonard paused. It's painful to know you thought so little of me that you could think of breaking up with me, after all the effort we put it into it. I'm really disappointed. In you because you don't seem to know what you want. In myself, for obviously not knowing what to do for you, but then, how can I, if you don't know? The worst thing about this is the feeling of bitterness toward you.

I keep thinking what is wrong with me? You had no problem running off and having sex with Dave, after just meeting him. With me, you broke it off after one date, when you didn't feel smart enough and Dave was smarter than me. Then, after not being able to handle me saying I love you, and now, you thought about it again. It's possible some of this last one is my fault, with the proposal. I'm obviously doing something wrong, or there is something wrong with me. Which is it?

Penny had started sobbing with the mention of Dave. Everything he had just said was like a stab in the heart. She understood why he felt that way. Even with his assurances, she was afraid that keeping him was going to hinge on whether or not she could get her reasoning across to Leonard.

"Leonard," she said, her voice cracking terribly. "I can't tell you your feelings are not justified. I've treated you horribly, on many different occasions. So, I get where you're coming from. But, that episode with Dave was the old me, I would never do anything like that again."

"None of this has anything to do with you. All the problems with you have been in my head. You've constantly have taken care of me, have loved me and have done all your can for me. It's just until the last few months, I didn't really understand how that worked, when I felt the same, because I had no experience with it, before you."

Her voice became steady as she said, "Bernadette led me through all my feelings, she allowed me to define what love was, to me. And she showed me that I really do love you. I can explain it all and I think you'll understand why I thought about breaking up with you. I can explain why I didn't and how that shows I love you. The problem wasn't you, it's never been you, it's all been me."

Leonard looked at her. She had stopped crying, but her cheeks were wet with her tears. Why couldn't he stay upset with her? The tears on her face were breaking his heart. She looked so pathetic, so upset, so lost and all he wanted to do was to hold her and make it better.

She grabbed another tissue, as she did, Penny smiled at him, "I didn't think I would need these tonight. I was in such a good mood, such a good place and I knew I had a good explanation. I didn't think I would hurt you again." Penny reached over and held his hands in hers, looking at him. I didn't mean for this to happen as it has. _Why do I keep hurting you? I don't want to. I'm sorry, so sorry Leonard, please forgive me, let me explain._ They sat like this for several minutes, until Penny said, "OK, I think I can go on now. How are you?"

Leonard smiled, "I'm ready to listen. Sorry."

"I'm the one that should be sorry," Penny said sadly, "I've hurt you again."

"Don't worry about it," said Leonard, "I thought it was going to be last summer, with the proposal, but it wasn't. I even said I thought about breaking up with you, remember? You're right about being in a different place, now. I think we both are, in a much better place. You said you can explain it. I feel very strongly that you'll be able to explain it to me."

"Why do you think that?" The relief in Penny's voice was obvious.

"Well, you're still here and you've been telling me you love me and then told me that whole story the other night. If you didn't love me and didn't want to be here with me, you wouldn't have said all that, nor would you have bothered to talk to Bernie. You know how you don't like to talk. You did, after all, warn me there would be some upsetting news."

Penny thought about it for a minute, then smiled, "That's true, I don't open up, nor have I until now and I do so want to be here with you."

"So, see," said Leonard, "I have faith in your explanations."

Penny gathered her thoughts to try to explain this, "Leonard, you have to realize something. Everything I'm about to tell you, unless I say otherwise, does not apply to our relationship now. It may bother you to hear what was going on, but it doesn't affect how I feel now, OK? It just took some time to understand what I was feeling.

Leonard thought about it, and it made sense to him. He smiled and nodded.

"Here was the problem, as I saw it," Penny started, "I thought our relationship was boring. Now, there were several things going on at the time that led to that. One, as I've told you, was I thought I had some sort of control over you, I was taking you for granted. The problem was, I didn't have control. By then, your self confidence had grown to the point where you were pressing me to give you answers. Like you did the week before."

"You hadn't been deferential to me since we got back together, you cared, were willing to work out things, but weren't acting all 'anything you want Penny'. My problem was still thinking that's what was going on. By thinking I had control, I had the idea that you would do everything for me and doing that presented no challenge, boring."

There was also the possibility that I thought it was boring, because we didn't do well as a couple. As friends, it worked great, but it didn't work when we were together. I'm not telling you that I was thinking that, but now it seems like a possibility for my feelings."

And finally, there was my whole sex equals love thinking. I had been cheated on so much, the expectation of the guy cheating on me, provided a fear, an excitement to the relationship. The problem was, at that time, we weren't having sex. Your proposal stopped the sex last spring, then there was the whole summer when I was acting weird.

One thing that was great, was I had no fear that you would cheat on me, because of the type of guy you were. But, thinking you weren't going to cheat on me was tied into not having that fear. Add the lack of sex and it made for, what I thought, was a boring relationship. I hadn't started on my path to where I am now, understanding all the other things that contributed to how I felt. That was my thinking then. Is it any wonder I thought our relationship was boring. Do you understand why I felt that way? Please tell me you understand.

Leonard looked at her, the pleading in her voice, visible on her face, "I can see why it might make sense to you, but why break up? Why not let me know and try to find the excitement?"

Again, it went to not talking. The stuff on the bug report didn't seem like anything major. Reading, massages, dates, eyebrows, all that. Breaking up though, that was serious, and needed a good talk. So, I just avoided it, and avoiding it made me think I wasn't being fair to you, again. When I told you I wanted to talk to you, I was looking at your sad, sad face and I couldn't bring myself to hurt you again, at least until I was sure. Penny smiled, "Also, after seeing that face, you looked so sweet, I just wanted to drag you off to bed, so I did and we finally had sex."

"Wait a minute, THATS what you wanted to talk to me about?" Leonard was shocked as he remembered that night.

Penny had a small, sad smile, "Yeah, for once, putting off talking by dragging you off to bed worked in my favor. Also, a lot went through my head, as I was looking at you. All of it helped me to not break up with you. I told you I didn't want to hurt you. Then I thought about how I broke up with you that first time, when I was confused, and how I was miserable for the next two years. Since I was confused again, I didn't want to take a chance on breaking up making me miserable."

I also knew that if I broke up with you right there, it was going to be the end of our relationship. There wasn't going to be any another time of getting back together with you. I felt I would just have to move on, maybe even move. I wouldn't be able to take it and I was sure it would hurt you too much to have me around. Besides, if I couldn't get it together enough to stay with you after being miserable without you for two years, would there be any reason to try again? Why stay around, if it wasn't going to work? I also kept hearing Sheldon's voice in my mind."

"Sheldon?" Leonard said, "Why would you hear Sheldon?"

Penny looked sheepish, "Amy and Bernadette caught me off-guard one night and I told them about how I felt. Amy mentioned it to Sheldon. Come to think of it, Bernadette probably told Howard...that means that everyone but you and Raj knew. Wait, Howard probably told Raj" She looked down, embarrassed, So, I guess everyone but you knew. I'm sorry Leonard." There was a pause as Penny gathered herself, "Anyway, Sheldon broke into my apartment one night, to talk to me about it."

"He broke into your apartment?" Leonard said incredulously.

Yeah, and he scared the shit out me," Penny said. "I started screaming, and that scared him so he started screaming."

Leonard chuckled and shook his head.

Penny paused, looking at him. "Leonard, I have to tell you something about Sheldon. When I first woke up, he was being typically Sheldon. Talking about how he didn't like change and if I broke up with you that would cause a big change and how much it would affect him. You know, Sheldon. Then, just as he was leaving, he said very sincerely, 'Please don't hurt my friend.' Leonard, I almost cried. I have never seen Sheldon be so sincere about anything like that before. He was so worried about you."

Leonard just smiled. "I've always known that there was some tenderness and understanding underneath that prickly exterior. Look at how he helped you with the money, when you fell, not telling anyone about the elevator, now this.

"Heh, yeah I guess I can see it, but I told him he couldn't say anything, until I figured it all out. That made him all nervous."

Leonard thought back, "He tried to tell me, without telling me. He was hinting at something, but I had no idea what it was. I didn't get it then, now I understand what he was trying to get at."

Penny continued softly, "Well, after that, I was still thinking about the whole thing. I was trying to figure it out and I don't think as well as you guys, so I was just getting more and more confused. Two things were very clear, first and I kept hanging onto this, was the fact that I didn't want to hurt you. And two, we were still so good together sexually. I had almost forgotten how well we were together."

She smiled, "Bernie says that not wanting to hurt you indicated I was in love with you, but back then, I just wasn't sure about what, exactly, my thoughts meant. I kept going back and forth in my mind, there was nothing to push me one way or another." Penny sighed and her voice became serious. "Then Alex showed up."


	29. Chapter 29 Penny's Realization

**A/N First off, sorry for not updating sooner, but my computer refused to turn on a few days ago. I was fortunate that I was able to save the data on my hard drive. That included four chapters(including this one), parts of several others, and notes to all and some future chapters of this story, in various stages of writing and editing. I've also had to do some other writing, so the few times I had access to a computer, I've had to work on other things that I needed to get done (as much as I wanted to work on this). I thought the chapter that Penny describes how she almost broke up with Leonard was going to be the long one, nope. This one is. So, please let me know what you think. And I don't own any of these characters, I just play with them. **

Chapter 29 Penny's Realization

"Alex?" Leonard was puzzled, "What did she have to do with anything? I didn't have a problem with her until she asked me out."

Penny smiled. "No, Leonard, you, and I, had a problem with her the first day you met her. You, in you own sweet innocent way, just didn't notice."

"What?" Leonard looked confused, "What do you mean the first day, and I didn't see a problem between the two of you at the apartment. What are you talking about?"

"Leonard," Penny said softly, "I saw the two of you in the cafeteria that day at lunch."

"What you doing there?" Leonard demanded. "How did you even know she was there?"

"OK, let me explain this, it wasn't intentional." Penny said, trying to calm him. "Amy called Sheldon, I had put make-up on her and she wanted to show him how good she looked. Alex answered the phone, but Sheldon hadn't told Amy his assistant was a girl. So Amy got worried that she might make a move on Sheldon-yeah, I laughed too-so she was going to go to Sheldon's office and wanted me to come with her."

"We went and there was no one in Sheldon's office, Amy figured, by his normal schedule, he may be at lunch. We were standing outside the cafeteria, looking in while you were talking to Alex." Penny looked a bit guilty. "I only came with Amy and she was looking for Sheldon, once she understood she had nothing to worry about, she told me I had a problem. I wasn't spying on you, I promised."

Leonard gave her a small smile and nodded.

"Watching you two, I started to worry. The way you two were joking around, I had this memory of that first night in your apartment with Priya. You were both laughing, giggling, talking away. Leonard, she was attracted to you."

What? No...no...Oh wait..." Leonard hung his head, remembering her asking him to dinner. "But, not back then."

"Yes, even back then," Penny smirked. "I knew she was hitting on you. Which is why I was asking you about your day when you got home. I knew what had happened, and I wanted to see if you were going to say something. When you didn't, even with several hints, I knew it was because one of two reasons. Either it meant so little to you it didn't even register, or you were trying to hide it. You don't have a very good record of trying to hide something like that, and with no reaction from you, all it could be was you didn't understand what was going on." Penny smiled at him.

Leonard gave an embarrassed smile. "I didn't even think about that when you were asking."

"That's what I meant by your sweet innocent way." Penny smiled, then her voice became serious, "On the way home from the university, Amy tried to get me to admit Alex flirting with you bothered me. I told her it didn't matter, because I didn't even know where we were as a couple...remember this was when I was trying to figure out my feelings. She kept pressing me and finally I just blurted out, that it bothered me."

"She said it had to do with some part of my brain trying to use reason to figure out my feelings about you, but my limbic system was now lusting after you, because someone else wanted you. Looking back on it now, I think that is the point where I started to get my feeling for you together."

"What do you mean?"

Penny thought back, "Well, that was the last day, I wasn't sure, if we should be together. I still wasn't sure was love was, but I wanted to be with you. From that point on, the feeling I should break up with you just kind of went away and the feeling that we should be together replaced it. Not all at once, but I never seriously thought of breaking up with you again, and my feelings for you just got stronger and stronger."

"Then she said something about an Armadillo, and started laughing, it didn't make any sense to me," Penny shook her head sadly. "All I know was I was worried. A week before I'd almost broken up with you, because I wasn't sure, and now I was jealous and scared. When Sheldon brought her home, I had no idea what to do. She was taking about some physics thing and I didn't know what she was talking about and you did, and I felt so stupid. All I know was I wanted to have sex with you. I guess my limbic system was taking over."

"You told her something about woking with me and how we had been working on a five year experiment," Leonard giggled. "She thought you were my assistant."

Penny looked amazed, then started giggling. "Like that could ever happen." Penny started looking thoughtful, "But that was why I was worrying, again, that I was too dumb for you."

Leonard said reassuringly, "Penny, don't ever think that."

"I can't help it," said Penny. "I'm not sure I'll ever get over that feeling."

"That's silly Penny."

"Leonard, let me ask you something," Penny paused. "Do you ever think you'll stop worrying about the big, good looking athletic guys that talk to me?"

Leonard thought about it, "OK, I see your point, but I've been feeling less and less like that over the past year, well, except for that English guy"

Penny smiled, "Yeah, well so have I, except for Alex, so were even there. But, I think it's always going to be there, for both of us. That means we just have to work harder to make the other feel more comfortable and convince them that there isn't anything to worry about, right?"

Leonard smiled, "Right."

I did do one thing about feeling stupid though," Penny said. "It was the next day that I registered for the history class. I felt so inadequate and thought maybe if I started going to school, it would help how I felt about where we were. It had only been a week into the semester, so I wasn't that far behind.

Leonard looked at her thinking, _She decided to go to school, to make her feel better about our relationship. She's doing things for the two of us._ A small smile started. "OK, but I don't want to talk about it. I was wrong to try to correct you without you asking me. I'm sorry, but it wasn't just that week, you got an A the next week and mostly Bs and a few Cs the rest of the class. So you obviously just needed to work into it."

She was chewing her bottom lip, "Leonard?"

"What?"

"I had help," she said guiltily.

"What? Who?"

"Amy and Bernadette, they helped me write the first two papers." She was embarrassed, but needed to tell him. "I didn't want to do badly, and I'd been out of school so long, I was so worried. I didn't want you to help me, I knew you would go overboard on helping. So when you helped , I yelled at you, but I knew you were right. I had to have someone help me. So, I kinda forced them to help me."

Leonard looked at her sternly, "What do you mean?"

"I kinda made them write it for me, I was mean to them," she looked down. "They basically wrote the first two papers, but after those two papers, they told me they wouldn't write anymore. They said they would explain things, help me locate or find things for research, but wouldn't write any more. So everything after the first two weeks, was mine. With their help, I also did well on the tests, and even with those two papers taken out, I still had a B. I owe them a lot."

Leonard smiled at her. Don't worry, I think the important thing there was I learned to not bother you when you asked me to stay away, and they helped you more by refusing to write it. I never said you were stupid though. I tried to get you to go, so you would get over your insecurity about not having enough education. I never looked down on you because you didn't have enough education."

"I know, Leonard, the school stuff was all my insecurities," Penny said with frustration. "With Alex though, it was different, it was like Priya all over again. Alex was smart, AND beautiful, like Priya and she appeared to be much funnier than Priya, as you were laughing with her. The difference was I wasn't dating you when you got together with Priya, she wasn't going to take you away me, as I didn't have you. With Alex, I was dating you, and I thought you might dump me, something I never had worried about before. I couldn't compete with everything Alex had."

"Penny, it's not a competition," said Leonard softly, looking at her. "I love YOU, I want to be with YOU. Not Alex."

"I know, I can be awfully silly," said Penny. She stopped and looked at him "Leonard, I'm going to return to Alex and being insecure, so you don't have to reassure me every time, OK? I know I don't have to worry about you now, just let it go when I talk about it."

Leonard smiled and nodded.

Penny paused for a few seconds, trying to figure out where to go from here. "I told you that last bit, because it was around this time that I started worrying a bit about us, well, more you. With Alex, I was wondering if you were going to go after her. I know what you just said, but remember, this was last fall and we had the strange summer, and I didn't know what I was thinking. You asked about my insecurities and I just want to be honest with you. I'm going to tell you more about the insecurities, but I have some other things to tell you first."

Penny thought about what was next, and tried to smile, but she was looking at Leonard and tears started forming. Leonard saw this and became concerned, "What's wrong Penny?"

Now she smiled, "Leonard, what I have to say next is really wonderful. I'm tearing up because it makes me so happy. It's the exact moment I understood how much you meant to me. How much I wanted you in and to be a part my life. If I knew then, what I know now, I'd say I finally realized I loved you."

Leonard looked at her with a bemused smile on his face. "And when did this major realization occur?

She looked slyly at him, "That first day I visited you in your lab"

Leonard looked astounded. "What? How did that happen?"

"Leonard, the other day, Bernie explained to me that at some point in a relationship, both people have to be putting effort into it, for it to work." Penny was trying to say this just right, "That may have been part of my problem with it. It was a couple of weeks after that night I almost broke up with you. I was talking to Amy and Bernie, and they made me understand the weird expectations I had. I would be your boyfriend, if you made me happy. That was your job, to make me happy. My job was to let you make me happy."

Seeing him shake his head, she smiled. "I know, it's silly. I was telling them I didn't want to go to the costume party. They told me I needed to get interested in the things you did, work, hobbies, all that. After all, you'd go to movies I liked, go shopping with me, all those other things you did for me, and I hadn't been doing anything for you."

"So, that's when I decided, one thing I could do, to start, was to finally go and see your lab. Penny choked up and started tearing up, "I mean, I'd gone with Dave to the lab, and in the four years since, I still hadn't been to see yours. I look back now and I feel so...so... just so shitty. I was so unfair to you. I wasn't doing anything for you."

Leonard grabbed her hands and squeezed them.

"So I made up my mind I was going to come and visit you, as a surprise," she said with determination. "I might not understand it, but figured I'd at least get something out of it. I'll be honest, and tell you that a small thought in the back of my mind was thinking of keeping you away from Alex, while I was there, but I never saw her."

Leonard look at Penny with exasperation.

Penny saw it, "I know, I know, I'm sorry." Penny felt chagrined, but she continued, "I was really uncomfortable when I first got there. I didn't understand anything but the pencil sharpener. Then you started explaining the pencil in the air and all that other stuff and while I didn't understand it, it was just so amazing. Your excitement came through, how smart you were came through and it made me feel excited about you. I had been missing an excitement in our relationship, and now here it was, but it wasn't sexual."

Penny looked at him feeling foolish. "You have to know that it wasn't the same type of excitement that I thought should be in a relationship. See, I was still thinking of love in terms of sex, and the excitement I felt, in the lab, had nothing to do with sex. For the first time I thought that feelings didn't just have to be about sex. That wanting someone, wanting to see them happy, to make them happy, was something more special. I finally understood, to some degree, everything you had done for me. Yes, you probably wanted sex, but it wasn't just about sex. Everything you continued to do for me, how much you cared for me. I almost started to cry. I felt like such an idiot.

Penny giggled, "The feeling was so strong, it made me so horny. That's why I jumped you right there in the lab. I felt so wonderful. Leonard, all my previous relationships had been based on sex, even that first one with you. All those overwhelming feelings that day, were the first time I ever thought of love as other actions and feelings that had nothing to do with sex, and yet, it made me horny, it made me want you. I didn't yet understand that."

"A few days later, I came back and you were doing the experiment with the iron ball," Penny smiled remembering. "And I was still excited. I still didn't have a good idea of what exactly love meant, but I dimly saw that all those non-sexual feelings were more important than the idea of sex. Still, it made me horny and I wanted you again. I don't know if I'm explaining it very well."

Leonard was concentrating on what Penny was saying, "No, no, I'm getting a good idea of what you were thinking."

Penny chuckled, "Remember the phone booth in the comic book store?

Leonard just shook his head. "That was a model of a TARDIS, not a phone booth, it was from 'Dr. Who'."

Penny was adamant, "It looked like a phone booth. What I was trying to say, was about six months before, you were trying to get me to agree that our one time in the ocean was wild sex."

"Yeah, so?"

Penny smiled at him, "Well, within a week we did it in your lab twice and the phone booth twice."

"I told you it's a TARDIS."

The exasperation in her voice was obvious, "Leonard, I'm trying to explain to you that you finally have had sex in a strange place, two of them in fact, and you're worried about what I call the phone booth?"

Leonard started to say something, then stopped, he looked sheepish, "Yeah, OK, I was being pedantic, you know how I can be."

"Well, for the next month, all I could think about was what did all these new thoughts and feelings mean. Could I actually be in love? I didn't know, I wasn't sure, I've told you why. I did know my feelings for you were changing." Penny smiled, "I found myself thinking about you. What was so different was those thoughts were more of things I could do for you, things I wanted to do for you. How I wanted to be with you. It was all non-sexual, something that I didn't think possible."

Leonard was thinking about it.

Penny continued, "I'm not sure how long it would have been before saying I love you. You know my problems saying it. If I hadn't been so upset...you really pissed me off, thinking I was doing something for you to be jealous about."

"Hold on Penny, that's unfair." Leonard's voice sounded slightly angry. "You know why I felt that way. You didn't give me any indication that we were a permanent thing. You never said I love you, the way things went over the summer, all of it. Not to mention the way you seemed to enjoy those guys hitting on you. You'd smile, flirt back, what was I supposed to think?"

"OK, yeah, I know, I haven't been a model girlfriend," Penny said, "but you had to know I was spending much more time with you. Did I ever leave you, when I got hit on?"

"No," he said, "but..."

"But, nothing," a touch of anger in her voice. "I would never do something like that, and you know it. You know I don't like cheaters, why would you think I would do that?"

"I don't know, that was just my feeling, how was I supposed to know better?" Leonard asked. "Remember, I had that feeling you were just waiting for something better? You know how I was. I'm sorry, I was jealous and worried."

Penny noticed the 'was', then she remembered how she felt about Alex, and she instantly became contrite, "Yes, you were, and it's my fault for not clarifying, and I'm sorry Leonard. I've since learned how you felt. It ties into how insecure I became. I'll talk more about it in a bit, but even with your worries, I'm sure you thought that I did love you."

"Yeah, deep down I knew it, even if you hadn't said it yet," Leonard allowed. "It's just I was so upset by the guys that hit on you, and I thought that English guy was hitting on you, but when I talked to Alex about it..."

"You did what?" Penny demanded.


	30. Chapter 30 Penny's Insecurities

**A/N OK, Again, another record breaking chapter length. I don't know why chapters have gotten longer, but from PMs it doesn't appear as if anyone minds. A shout out to pfps, they asked about something and I hope this chapter answers it. As usual, I don't own any of the characters, but I like playing with them. Please take the time to let me know how you like it. Oh, and Molly, I'm sorry I updated and this will make you late.**

Chapter 30 Penny's Insecurity

"I talked to Alex about it."

"What the hell were you thinking?" Penny said, her voice squeaking,

Hearing the squeak, he knew she was upset at something, "Well, I couldn't talk to you about being jealous and thinking he was hitting on you, could I?"

"And, what did SHE tell you?" The sarcasm and anger in her voice was very evident to Leonard and he realized he was in trouble. He spoke quickly, "Well, that I should just trust you. I should know how it felt to get hit on, cause it probably happens all the time."

Penny was shocked, "She told you to trust me?"

"Well, I said you thought I should trust you, but she did say it was probably nothing. I just laughed when she said I should know how it feels. She said I was funny, cute and I probably got hit on all the time, and didn't even know it. I didn't think so, but she said she was sure I was getting hit on."

Penny understood and chuckled at how naive Leonard was, "Leonard, she was hitting on you."

"No, no," Leonard said, thinking about that talk, "She was just... um, she was just being friendly."

"No, she was hitting on you."

"No way, she was just being friendly," said Leonard dismissively. "For instance after our discussion in the hall and you said I love you, I got a text from her."

"WHAT?"

Leonard heard the squeak and blanched, _what's wrong with her?_ He paused for a moment, trying to say things right, so she wouldn't get mad. "She was reassuring, said something how the talk was nice and she was there if I ever needed to talk and..." The realization hit him, "Awwww dammit, she was hitting on me."

"What was your first clue?" Penny chuckled, " I told you she was hitting on you, from the first day. It looks like she kept trying until she finally had to quit being subtle, with that dinner invitation. You know how clueless you can be."

"I am not clueless, I get it," Leonard said indignantly. "I don't miss it very often..."

"Oh, Leonard, stop it," Penny said disdainfully. "You're completely clueless. Lets go over all the woman, besides Alex. Leslie Winkle, did you hit on her or did she hit on you?"

"Well, now, I asked her out first...but, yeah, nothing happened until she hit on me."

"And, she had to be specific, right?"

"Well, she explained what she meant, but..."

How about that doctor?

"Ummmm...," Leonard thought back. "She grabbed me and started kissing me."

"I attacked you at the door, when you got home, right?"

"Yeah...," Leonard said shamefacedly.

"Priya?"

"Well, yeah, that first time she...she let me know."

"That date that Bernadette found for you?" Penny said.

"Ahhhh..."

"Did you even figure out the old lady was hitting on you?" Penny said with a twinkle in her eye.

Leonard threw his arms up in frustration. "OK, OK, I don't see it, so what?"

Penny smiled, "You've probably missed what I've been doing."

Leonard looked puzzled, "What have you been doing?"

Penny was still smiling, "When guys hit on me now, have you been paying attention?"

Leonard was trying to remember the last time it happened, but he was drawing a blank. It must have been visible on his face.

Penny said, "Do you want me to tell you?"

"Yeah, go ahead," said Leonard in resignation.

Penny said, "If you're there and I get hit on, I now grab your arm or, wrap my arm around your waist. If you're not there, I tell them I'm with someone, please leave me alone and wait for you to return, so I can grab you."

Leonard though back over the last couple of months and was surprised by the images that came up. Penny had been grabbing on to him, practically clinching him, whenever he came back from being away from her in public, and when he was there, whenever anyone started walking up, she was again clinching on him. He smiled and said, "Yeah, OK. I see it now. When did that start?"

"It was right after the first time I said I loved you, well...," she corrected. "I said 'you know I love you'." Penny voice got soft, "As I thought about our conversation, I realized why you had gotten jealous and worried like you did. I decided I needed to give you more security showing I was ignoring guys who hit on me. So that is what I started doing, grabbing you and holding on so everyone knew I was with you."

Leonard looked sheepish, "And I never saw it. How foolish can I be?"

"Well, not foolish, clueless," Penny grinned.

She paused, and got serious, "Leonard, that first time, I had been running everything around in my head for the month before. How I started feeling about you in your lab, how I finally understood why you had done all those things for me, even though we weren't having sex. All of that running around in my mind changed into thinking I might be in love with you."

"Then, two weeks before I said it, my thinking changed again to 'I was in love with you'. The problem was, I wasn't sure, so I didn't say it. I wasn't sure what I should do, then it just came out. I was mad at you, and, finally, I wasn't thinking about it. Bernadette says it was a real emotion, because I wasn't thinking about it."

Leonard smiled, remember how he felt when she said it, "That makes sense, it was an unguarded moment, you just blurted out what you really thought and felt. You looked so scared that I was waiting for you to take it back. You know, say 'that was a mistake' or 'I didn't mean it'. When all you said was, 'Yeah', I realized you actually meant it and weren't going to take it back. I didn't know what to say, I almost started crying."

"Yeah, almost started crying too and I didn't know what to say either," Penny said with a smile. "With everything that was running around my head, I figured I better just leave and think about it."

"We still didn't talk about it, but, you did continue saying it," Leonard said with puzzlement. "How did that work?"

"I told you, I had gotten afraid of saying it, after all my problems," Penny said. "In this case, when I said it, I had all those jealous feelings about you and Alex, how I felt the time in your lab finally opened me up to my feelings about you, not wanting to hurt you, all of those different things running about in my mind."

"Saying it scared me Leonard," Penny said sadly. "I've told you my experiences, but for the first time I felt right saying it, even if I was confused about what love is. Before becoming scared to say it, I would say it as something you just said when you were having sex or living with someone."

"But this, this was different," Penny said thoughtfully. "As scared as I was running down the stairs, I had this little happy feeling. So I kept saying it, because it felt right. As I told you earlier though, just because it felt right, didn't mean I knew what was involved."

"Then, around Christmas, a couple of things happened that made me wonder if you were going to do the same thing all the other guys had done."

"What?" Leonard sounded shocked, "What would make you think that?"

"Well, that Dungeons and Dragons game at Christmas, you said our sex life was getting in the way of your games," Penny sounded accusatory. "You had never said anything like that to me before. If I offered sex, you were there. Now, you'd rather play a board game than have sex? I kept trying to figure out what that meant, and all I could come up with were bad things."

"Then, a couple weeks later, I find out that you were all happy about Alex asking you out," Penny paused, remembered the feeling. "Leonard, I told you the other day about how I'd say I love you and then the guy would leave me. Now, I had said it, continued to say it, to you and you chose a board game over sex. Then, you were all happy about someone hitting on you."

"It really hurt," Penny said mournfully. "I kept thinking I was going to get burned again after saying I love you, and burned by the one guy I never thought would do that to me."

"I wouldn't do that, Penny" Leonard said. "I would never do that to you."

Penny nodded her head, "I know, thats not you. Leonard, I am so sorry. Before you said something to me, I didn't think liking getting hit on was that big of deal. I wasn't going to leave you, it made me feel good, but I didn't know how seeing me get hit on made you feel."

"After finding out how you felt, I had been trying to shut guys down when I got hit on. Then, you start getting hit on and liking it. I guess turnabout was fair play, but that feeling hurt. I finally realized how me getting hit on made you feel, because I didn't like it when you got hit on. For the first time, I discovered that someone you cared for getting hit on hurt, and if it hurt me, what had it done to you?"

"It did hurt to see it," Leonard said. "Remember, I said I felt like you were just waiting until something else came along?"

"I know, I just didn't realize... Well, I started to panic," Penny said. "Were you going to leave me, because something else had come along? By the time I got home from work and saw you in the hall, my panic had turned into anger. I was so pissed at you, making me insecure like that."

"I had never had those kinds of non-sexual feelings for someone before, and now that I did have them, I felt like I was going to lose you. Then, although I knew what had happened, you wouldn't tell me what was going on. I couldn't understand why weren't you telling me, unless you were going to start seeing her."

"No, no, not at all," Leonard said quickly. "It's I just didn't really think about it after talking to the guys. It wasn't something I was going to act on, so it wasn't important."

"Well, then, why did you feel so good, after a day or two?"

Leonard looked at Penny. He had no answer. She could see the panic in his face. "W-W- well, I...um...I was...Penny, it felt good. I'm sorry, but I'd never had two women seriously interested in me at the same time, it was kind of an ego boost. I wasn't going to do anything, I told Howard and Raj that. It...it just felt good, so I was happy. I wasn't thinking about cheating on you. Didn't you know this already?"

"Well, that wasn't part of my thinking," Penny said wistfully. "After all, how could you not think about it. She was smart and beautiful and I could see you just telling me you were sorry, it just wasn't working and taking off with her."

"On top of all that there was your confidence in everything. When we first met, you wouldn't look at me, you would fumble when you talked with me, you were so insecure about everything. Now, that insecurity was gone, you would look me in the eye when you had something to say. You weren't stumbling over yourself when you talked to me, and you knew what you wanted."

You were even starting to take control when it came to sex." Leonard looked puzzled, so Penny continued, "It was right after Alex asked you out. Remember, I was so insecure I tried to make myself look smart by getting those classes."

Leonard chuckled and nodded

"Well, you grabbed me and pulled me into the bedroom," Penny said in wonder. "I was shocked, you have never pulled me into the bedroom before. I always had to pull you in. After that, I noticed that it became more even as to who initiated sex. Now you have no problem with initiating and there's not any obvious insecurity anymore."

"I always felt so safe, because of your insecurity. I couldn't imagine you getting up enough courage to go out with someone else. Then Priya came along and it was like a slap in the face to wake me up. You had somehow got the courage up to start dating another woman. She was pretty, and smart."

"Yeah, I don't know why that started, I think it was with Priya. To be honest with you, it really took that long to get over you." A small smile came to Penny's face. Leonard continued, "But, Priya, agreeing to go out with me, made me think that I could find someone else."

Penny, coughed, became upset, her eyes getting big.

"Then, there was that girl at the comic book store, I just felt better and better about myself with women. The good thing was I was confident enough to ask you out anyway, when I imagined things were going to go bad. If it wasn't for my confidence, I don't think we'd be here right now."

"After we got back together," Penny explained, trying to calm down. "I felt safe again, because we were together and you never wanted anyone else, when you were with me. Besides, who would want someone who couldn't look at them, or could only mumble."

"But, by then, as you just said, your confidence and manner had changed. You could look women in the eye, you could talk to them. Then, you turned down sex, and there was another woman who was hitting on you, and you were talking to her, laughing with her. What was I going to do?"

"I was so mad, but so scared," Penny said. When you came to my door with your cello, I was ready to slam the door on you. You were right though, you were so cute, and you were apologizing and since I was scared, I wanted to hear what you had to say."

"Fortunately, because of who you are, what I've gotten to know of you, and what we've been through together, I fully believed you when you told me that nothing was going to happen," Penny said with a trace of a smile. "I'm not sure if you were one of the guys I dated before moving here, I would have believed you. I truly believed you wouldn't lie to me about that, but since then, there has been this little voice telling me I had to treat you like you treated me, to keep me from having to worry about you leaving."

"Leonard?" Penny asked, "Bernadette said that me being insecure is a good thing for our relationship. Do you think that's true?"

Leonard thought for a minute, "Well, if were both worried about the other leaving, that's a kind of a balance, right? I mean, you didn't worry about me leaving the first time we went out, did you?"

"No," Penny said, hanging her head. "I'm ashamed to say I didn't worry about it. Bernie says, you were always worried about me getting hit on, and me running off with someone else. Although I would never do that, I never had those fears. I felt that you were always going to be there. I see now that that's not a healthy relationship."

"See, now, you have this confidence, like you said, you could find someone else if you wanted. You told me earlier that you thought of breaking it off. Can you imagine yourself, four years ago, doing that?"

Leonard shook his head, "No, it wouldn't have happened."

"You now are getting hit on. I know I've treated you badly and I keep thinking I'm going to run you off or do something that makes you realize how bad I am. Do you see how that affects me?"

Leonard face was grave, his voice hurt, "I don't have to see, I know what that feels like."

Penny's face became white, "Yes, of course you do, I was so terrible to you." She paused eyes getting slightly moist, "Well, now I know what you felt like, and it's not a good feeling and I'm so, so, sorry that I put you through that. It hurts so bad and it's not something I meant to do, it's just what I normally did. Leonard, I can't do that to you anymore."

"I want you to understand one more thing before I move on," Penny said solemnly. "You know Leonard, this has been my longest relationship with a guy ever, and Bernie made me realize that I've had feelings for you since a month or so after I moved in."

"What?" Leonard said, surprised.

"Yes, you had slept with Leslie and then, at the restaurant, you told me you weren't seeing her anymore. I felt relieved and happy that you weren't with her."

"Really?"

"Yes, really." Penny continued, "Leonard, I spent four years living with Kurt. I moved in with him as soon as we got to LA. I was living with him, thinking he was going to help me. I never got the kind of feeling for Kurt that I had for you, after only two years, even though I wasn't able to tell you. We also never developed the relationship you and I have now. We never talked like we have over the last few days, well, to be truthful, we've never talked like we have the last few days. But, that's my fault, not yours."

"You see, I've known you now for almost six years. I know we haven't been together all that time, but I kind of count it as we were together. After all, I was going into your apartment and you've been coming to mine almost since we met, even if we weren't dating. I've never had a chance to develop a relationship like I have with you. You've been so patient, caring and understanding. You've made me feel so safe, so secure I've become very comfortable being with you."

"Remember at one point I thought that was a reason to think the relationship was boring. Now, I know that safe, secure and comfortable is one thing that makes us so good. Those feelings are exciting to me now." Penny paused for a second, looked directly into Leonard's eyes and said, "I've never been with a guy that I thought of as my best friend, until you came along. You've been my best friend almost since I moved in."

"Really?"

Penny chuckled, "Again, yes, really. I could talk to you about anything. Even when I was dating other guys. You weren't comfortable with it, but you would talk to me. Like when you told me it was all right to go out with Stuart. You didn't sound happy, but you said OK."

Leonard started smiling.

"What?" Penny said.

"You didn't want to talk about the da..."

"No, I didn't, it wasn't your business..."

Leonard looked into her eyes, "Stuart told me."

"Told you what?"

He was still smiling, "What happened when you were kissing on the second date. He was pretty bummed."

Penny blushed, and looked down, "So, you knew?"

"Yeah, but you didn't say anything, and were so defensive about saying anything, I figured you didn't want me to know. So I just didn't say anything to anyone. I was just happy knowing you were thinking about me when you were out with someone else."

Penny started smiling, "See, even though I didn't know it, that is the kind of thing that you do. I learned the different things you did, paying my rent, paying my electric, buying me food, and it's one of the reasons I thought of you as my best friend. You would do things like that for me. I just don't understand why I was so stupid that I couldn't see it."

"You were not stupid," Leonard said soothingly. "I also thought that it meant that at some time we might get together, but then, a couple of weeks later, we left for the trip to the North Pole. I figured by the time we got back, you'd be dating someone."

Penny smiled at him. "You want to hear something that will make you feel good?"

Leonard nodded.

"Well, you know how you came to the door to ask about the blanket and hug?"

"Yeah, what about it?"

"After closing the door, I almost started crying," Penny choked up. "See, I still do it when I think about it... I was going to miss you so much. I didn't want you to go, but I couldn't say anything, because we weren't dating. I spent that whole three months missing you. I didn't date anyone during that time, I turned all of them down. I'd go over to your room and just sit in your room. I even went and saw the new Star Trek movie, so I could tell you about it when you got back."

"I wish I knew that before we left, I would...wait, is that why you jumped on me when we got home?

Penny grinned, "Yeah, pretty much, but Leonard, that's not important thing for this," Penny said seriously. "I wanted you to know all of that, because we've got to the point that I've been dreading. Where I have to tell you why, even though you know I love you and want you in my life so much, why we can't move in together yet, why I'm not ready to propose, and what I have to work on, to get to those points."


	31. Chapter 31 Bad Examples

**A/N First off, a big shout out to SRAM for looking this chapter over. It was tricky, for me, to do the explanations, stay consistent, and still have it make sense. On the first look over, SRAM pointed out some inconsistencies or points of confusion. After rereading, I agreed with him. I made some changes and SRAM said it read much cleaner. Please review and let me know your thoughts on the chapter. Thanks SRAM.**

**Second, I don't think anyone was expecting an update for this tonight, surprise. I'm trying to get everything I can out before Tuesday. My new computer and several other pieces of equipment are coming in and I will be busy setting it all up next week, including a new network. **

**I also will be starting rehearsals for a show I've been cast in. So, I'll have another update on Monday, then the next one probably won't be until next Friday. Don't worry, the next chapter doesn't end on a cliffhanger. This chapter is shorter than the last few, but not as short as the earlier chapters. As usual, I don't own any of these characters. **

Chapter 31 Bad Examples

Leonard looked at Penny with concern.

"No, let me change that," Penny said. "If you insisted, I wouldn't object to you moving in, just like a couple of weeks ago when you had that argument with Sheldon. You know you were here for a day before all that mess in the hall."

"Yeah, so?"

Penny said, "Well, now you know that I wasn't comfortable with it, but I didn't stop you, did I?"

Leonard raised his hands and moved his head around, "No, you didn't."

"So, you see I wouldn't stop you," Penny explained. "I would prefer we talk it over a bit more, and we do it without some sort of pressure of you having to move in, but I wouldn't stop you."

Leonard look a bit exasperated, "I'm sorry Penny, but until the other day, when would I have thought that you would talk it over?"

"OK, yeah, I can see that, I get what you were thinking," Penny said resignedly. "You wanted away from Sheldon and moving in with me was probably a good idea in your mind. It scared me, but I didn't want to hurt you by telling you I didn't want to live with you."

Leonard looked at her, "Penny, telling me upfront would have been better than finding out from someone else, like I did."

Penny hung her head, "Yeah, I know, I blew that one. I know better now."

"Heheh, well, so do I." Leonard looked thoughtful, "So, why are you so freaked about moving in or getting married?"

"Well, like we just talked about, I'm a little less freaked about living together," Penny started. "But, it does tie in with the marriage hang up. You see, I've been looking at living together, partly, as being married, and it is the marriage thing that really scares me."

Penny tone softened, "I'm getting better with the moving in thing, and like I said, if you insisted, you could. "I would hope that you wouldn't push it, now that you know I'm not fully comfortable with it. While I can get by the living together, I've still got a lot of work to do with being engaged or married."

Leonard shook his head, "Why Penny, what is it that messes you up?"

"Hold on, lets get through the living together first," Penny said. "The way things went with Kurt, and then how it almost went with Mike, you know they were bad experiences. Although I didn't move in with Mike, I did spend a lot of time there and looking back, was pretty much living with him. I was young and those experiences hurt and I guess it left a scar."

Leonard sighed, "Yeah, but I'm nothing like those guys."

"I know Leonard," Penny said. "I've told you before this is in my head, not yours. I hear living together and I flash back to those two. That's my experience."

"Hmmmmmm, I thought you said those had something to do with your not saying I love you."

"Yes, it was part of it," Penny said. "Break up after saying I love you. But, I also associate living together with cheating."

"But, you said you knew I wouldn't cheat."

"Yes, I said that," Penny sounded frustrated. "Leonard, I'm trying to make sense of this, but I can't explain everything in my mind. I can't think like you do. All I can do is to tell you what I feel, or how something makes me feel. I don't necessarily understand why."

Penny thought of something, "Let me ask you, you know what your mother does to you, what she did to you when you were a kid. You know better now, yet she still gets to you. Why?"

"I don't know...it just a feeling I ge..."

"See?" Penny exclaimed. "It's what happens to me when you say live together. I'm better, after all, I told you I would let you move in, but that doesn't mean I'm fully over it yet."

"OK," Leonard surrendered. "How about we let you decide that also. You tell me when you're ready to move in together, just like you tell me when you're ready to get engaged."

"No, Leonard, we both discuss it," Penny said with determination. "You may be ready now, but something may come up where you need to move in before I'm ready to tell you. I said I'd like it better without the pressure of you finding a place, but if that happens, you need to tell me."

"Don't just don't tell me you're moving in, tell me what is going on and we talk about it. You know I can deal with you moving in, if I have to. I wasn't happy, but I did let you move in when you just dropped it on me. If something comes up, and you need a place, I may be OK with it if you need to move and we talk about it. I may surprise you."

"OK, we talk." Leonard smiled. "I don't think you'll have a problem talking about it, now."

Penny smiled, "OK, that's living together. I'll start on the engagement and marriage thing now. This may take a bit more of explanation and again, it may not make any sense in how I think about it, so be prepared, OK?"

"OK."

"Hmmmmmmm," Penny thought about it. "I think I'll start this with my parents. Remember, during Valentine's Day, I said we'll get engaged and then be married forever and it freaks me out?"

"Yeah, why?"

"Well, part of that is due to my parents," Penny said. "They've been married for 35 years. They're going to be married forever, so when I think of being married, I think of them. Now you would think thats a good thing, right?"

Leonard nodded.

"Well, here's the problem. I know they've had their problems, mostly minor, every marriage does," Penny continued. "One of the things that worries me is I wonder if I will be able to work through problems like they did. I'm stubborn, I can close off, and I can really get pissed off. My mom isn't like that. She can be very forgiving, and my dad is just a saint, when it comes to my mother. They almost never yelled at each other, and if they did, they solved it quickly."

"So why would you be afraid of getting married?" Leonard said questionably. "If you know they're going to be married forever, why would you think differently?"

"Because I'm different from my mother," Penny said forcefully. "How will that work if we were married? Is something going to come up and we just yell at each other? I mean, we've been through that before, several times. I don't want to be one of those couples who bitch at each other back and forth and hate each other."

"Calm down,' Leonard said soothingly, "I don't think we'll ever be one of those Penny. You also seem to know what your problems are, we can work on them."

"Well, I don't think we'll ever be one of those couples either, but still," Penny said worryingly. "I know I said married forever, and that's how I think about it, but there's also the thing about splitting up after getting married. Except for my parents, I really don't know anyone who stayed together very well. I know of them, some are people I work with, but I don't know them very well."

Penny looked upset, "I mean, I have such bad examples, even if the couple stayed together. I think my parents are so different from everyone else. Of all of their friends, about eight couples have gotten divorced. The other seven or so all appear to hate each other and I know I'm different from my mother and all the other examples."

Leonard tilted his head, "What other examples?"

"Well," Penny said, embarrassed. "My sister shot her husband" Leonard looked up, Penny saw it. "Yeah I know they were drunk, but still, she should have shot up in the air, but because she was mad, she shot at him. Next, remember Christy, my friend from Omaha, who slept with Wolowitz?" Leonard nodded. "She slept with my brother while she was engaged to my cousin and I know engaged is not married yet, but you'd think someone who is engaged wouldn't be fooling around. So, my family has some history with marriage problems, and I think about it."

"Well, who else?" Leonard questioned.

"Leonard, where do I start?" Penny said sounding irritated. "Not counting living together, I have my brother and sister and that bastard Dave, who was married and cheated. That's three bad examples in my case. Your parents, although I don't think I'm like your mother, but still, they split. There's also the case of Priya cheating and you thought about it. Again, you weren't married, or even engaged, but you did talk about being married, right?"

Leonard looked uncomfortable, but gave a little nod.

"Sheldon's parents," Penny continued. "How many time has he told us about the fights and problems his parents had? Wolowitz, his father left him and his mother and he never saw him again. Even Amy, she got engaged to get money for her lab, not because she was interested in the guy."

"Leonard, count that, there's nine bad examples for the seven of us. I just don't have many very good examples close to me. At work, since I've been there, three of our waitresses have gotten married and divorced. I hope this makes some kind of sense to you."

"It does and it doesn't," Leonard started. "I understand why you might think others have problems, but I don't know how all that translates into being afraid of marrying me or what those other things have to do with us. I can see where it would make you cautious, but being so freaked out, just doesn't register for me. It's like your friend had an accident, and because of that, you're afraid to drive."

"Well, I don't understand it yet either. Remember you and your mother?"

"Yes, I know these things are very personal and what makes sense to you, may not make sense to the me," Then Leonard became serious. "But, if that is the way you feel, should we even worry about getting married? I mean I've always seen me married and having kids, and since I first saw you, in my mind, you were going to be my wife. But, if thinking about getting married makes you so uncomfortable, should I even think about marrying you? Should we even try to be together now?"

"Yes," she said quickly and anxiously, "we have to. Please, Leonard, listen to me. I know that I've been changing. Look, I can talk to you about things now, something I couldn't do before. During the last couple of days, we've gotten mad, but worked through it, like my parents have. So, I feel like we are getting closer to what my parents are, which gives me hope."

With desperation in her voice, she said, "You are absolutely wonderful about forgiving me, a lot like my dad, and you are so patient with my ways, again like my dad. If I can work to be more like my mother, we can work on moving in together and I can finally propose to you. I admit, there's still a lot of work I have to do, but look how far I've come in just the last six months."

Leonard looked at her and gave a quick nod.

She continued, almost pleading, "And I am working on it. I have Howard and Bernadette's example. Not just getting engaged, but how they worked through their problems. I've met Bernie's parents, and they're still married, and they don't hate each other. Several of the other waitress are married and happy. My boss has been married for 10 years. I know of your sister and brother."

"Those are good examples, so I know it's possible. But, except for Howard and Bernie, these are people I don't know very well yet, and all the good examples, except for my parents, are quite recent. Leonard, please understand, I can get there."

She stopped. She was trying to calm herself. After several deep breaths she continued, "One thing I've been doing is trying to find out how the good marriages are similar. When I look at it, there are two things all of the good marriages I know have. First and what I think is most important, is in the good ones, the two are each others best friend. They can go to the other and get help, get advice, or get comforted, whatever they need. I've always been able to go to you for those things. I know it's taken me a while, but I hope you now see that you can come to me for those things."

Leonard smiled, realizing she was sounding as if she was looking at it like an experiment.

"The other thing I notice," Penny said. "Is that in most of the cases, the two are something of opposites. Maybe not completely, but each of their strengths offsets a weakness of the other. We do that so well, as the two of us are so much stronger as a couple."

"Leonard, I know I can get there," Penny again sounded like she was pleading. "I simply have to. I can't imagine my life without you now, but I want to make sure we are both good going into a marriage. The first time we were together, it wouldn't have worked. You were still groveling and I thought I could do whatever and you'd be waiting for me."

Leonard again nodded, and again was surprised at how analytical Penny was being about this.

"I'm not here trying to tell you what was bad," Penny said. "Just letting you know you've changed. I have also, but not enough to get completely past the things that scare me or bother me from my past. Just knowing how much it means to me to have you in my life, tells me I'll get past it. You just have to give me some more time."

Penny stopped. Leonard saw that far off look in her eyes and let it go. After a few minutes she came back.

"I understand you don't want to sit there and wait forever," Leonard saw her shaking as she continued and wondered what was coming. "I respect you too much to make you wait without some kind of commitment from me. It's not fair to you otherwise and I don't want to be unfair to you again. So, I'll give you something, I'll put a time limit on how long you have to wait for me."

She looked scared and sighed. When she spoke her voice was very serious, but her eyes were moist, "If I can't get past my fears and problems within the next year," Penny's voice started cracking, "then... you ... will ... be ... free ... to ... find ... some ... one ... else." Penny was sobbing heavily, tears falling down her cheeks, by the time she finished.

**Another A/N Some of you are going to hate me for this, so I'm gonna stick this down here and maybe it'll slide by and no one will notice. For those that do notice it, I'm not sure how to say this, so I'm just going to say it. It appears that there are seven more chapters left. There could be an extra one or two, but I'm not expecting it. I will probably extend the chapters, rather than have an extra one.**


	32. Chapter 32 Penny's Surprise

**A/N Part of this chapter was inspired by Terrible Waitress' story "Hello Kitty". Those of you familiar with her work, will spot it, as soon as you see it. Those that aren't familiar with her work, "What the hell's wrong with you?". TW and Molly looked over a part of this chapter, thanks. I expect that this will be my last update until probably Friday or Saturday. Let's just say I'm going to be busy. If you're interested, send me a PM, I'll get back to you when I can. I don't own any of these characters, they own me. And, as usual, please leave comments, it's fun knowing what you think. **

Chapter 32 Penny's Surprise

Leonard quickly pulled Penny into him. "Shhhhh, it's OK, Penny, calm down."

She hung onto him, the only thing in her mind was Leonard walking out of her life forever.

Leonard held her, thinking about what she just said. His slight smile was incongruous with her sobbing. _She doesn't know how selfless that offer is. She thinks she's going to lose me, but she just made me an offer that is on the level with my offer of her doing the proposal, but she doesn't realize it. I have to get through to her._

"Penny, come on Penny, listen to me." Penny's sobs were getting softer, but she wouldn't release him, keeping her face buried in his chest. He tried again, "Penny, we have to talk about this. Come on, sit up. He straightened her up, so she was no longer leaning against him. He took a couple of tissues out of the box and handed them to her. She spent the next couple of minutes dabbing her eyes, wiping her cheeks and blowing her nose."

Leonard again thought of how lost, how pathetic she looked. Her features no longer had the almost teen look she had when they first met. Her face was still young, but with a maturity to it. To him, she was still the most beautiful woman in the world. They had weathered some serious storms, together and apart. They had both caused each other pain, all of it, he had discovered over the last few days, was unintentional or for reasons different then what the other had thought. The cause of most of it was her being so young, and scarred from previous relationships, and him, making foolish decisions, due to his former lack of social interactions.

Penny saw him studying her, and she was nervous about what it meant. She looked at him, seeing the face she had come to know and love so well. She loved his hoodies, that was probably how she would always think of him, but now, he had sport coats and his pants no longer looked rumpled and ill fitting. When they went out, he now had a sharp looking wardrobe, except for when he wore those damn tennis shoes. Looking at him, she again started to think about him leaving and started to tear.

Leonard saw this and reached up and began rubbing her upper arms. "No, Penny, don't. Let me make sure you understand this. I'm not going to make an arbitrary cut off, in our relationship. We talk about things now. So we just keep talking about it. If you want, we can see about some counseling, to help getting over those problems you have. We don't have to have the counseling, but if you're so worried, and want to, we can try it, OK?"

She nodded her head, her eyes still moist.

"Your reaction here tells me that you don't want to split, and neither do I," Leonard said. "If things aren't working out, then it should be apparent to both of us, and we can split. If only one of use doesn't feel it's working, we can talk about it. If, after the talk, we agree we keep trying, we keep trying."

"If, not, and we both think it's for the best, we can split amicably," Leonard said wistfully. "If we do end up splitting, I want to do it early, before we get upset with each other, so we still can remain friends. You've meant so much to me over these last five and a half years, even when you hurt me, and I can't see you out of my life for good."

As Leonard talked, Penny's relief became almost palpable to her, "That sounds wonderful to me Leonard. You're right, I don't want to split, but I didn't feel it was fair, to you."

"Like I said," Leonard continued seriously. "We talk about things now, OK."

"OK," Penny nodded, and said sadly, "Leonard, I don't want to lose you as a friend either. You've meant so much to me, apart from being my boyfriend."

Leonard's voice changed to a lighter tone, "OK, now that we have all that taken care of, I want you to know how much I'm looking forward to this summer. For the first time, we can enjoy it together, take some trips."

"What? What are you talking about?" Penny said looking puzzled.

"Penny, that first summer, after you moved in, we were still just neighbors," Said Leonard. "Although we did go out at the end of it for the first time. The second summer, I was up at the North Pole. The third summer, was that awkward time right after we broke up."

"You're being nice Leonard," Penny said flatly. "Don't pretty it up, I dumped you, remember?"

"We both know why, you were being kind to me, and it doesn't matter now," Leonard continued explaining, "the fourth summer, I was dating Priya," Leonard deliberately didn't mention her and Raj, "so we didn't have a chance to do anything together. Finally, there was last summer, when we were again weird, after the proposal." Penny at last finally realized they hadn't spent a summer together, however, the mention of Priya caused Penny to think of Cheryl.

"This coming summer, we can take a couple of short trips," Leonard offered. "Like maybe several days in Catalin...Leonard cleared his throat, California's Desert. San Francisco, Vegas, do some sightseeing around southern California. Hows that sound?"

Penny finally smiled, "That sounds so wonderful. I can't wait." She paused, thought about Cheryl and decided to go with it, "Leonard? I've got some things I want to talk over with you."

"What?"

"Remember," said Penny. "when we talked about Raj and Alice and told each other we need to let the other know we need to talk about it, to get over it?"

"Yes," Leonard said, "you have something?"

"Sort of. You have to swear not to mention it anywhere but here and only when it's us two, OK?"

Leonard look puzzled, but nodded his head.

"OK, Cheryl did something really foolish last night," Penny said softly. "She got off work, and her boyfriend, well almost fiancé, they've talked about getting married, was till working, so she went out with some friends. They were visiting various clubs and she had been drinking with the girls, and didn't realize how much she had to drink."

"She was trashed she said and she didn't even know how, but she found herself in the backseat of a car, in the parking lot of one of the clubs, with some guy. She said when she finally realized what was going on, they both were half dressed. She told me they both rubbing each other with their hands, and trying to get the rest of their clothes off. From her reaction, I get the feeling her 'waist and below shields' were down."

Leonard was shock, but amused that Penny remembered that, "What did she do?"

"She said she froze for a second, grabbed her clothes, and ran out of the car," Penny said. "She still doesn't know where her thong is. She pulled her skirt on, pulled her bra back down and buttoned her shirt, all while she was running back to the club. She begged the other girls to take her home and they did."

Penny shook her head, "I felt so bad for her. She was so guilty. I know how she feels about Jim, it just wasn't like her." Penny looked sad as she continued, "She went right to bed, not waking Jim, and got up early this morning. She thought about trying to get a shower and out of the apartment before he got up, but she said she couldn't do it."

"What's that got to do with us?" Leonard said, looking puzzled.

"I'm getting there," said Penny. "Calm down and follow me on this and see if you think it applies to us. I do, but I want your opinion."

"OK, let's hear the rest of it."

"She was sitting at the table when Jim got up." Penny explained "She's like you, she can't hide something like this very well. When she saw him, she collapsed onto him, hugging him and just bawling. She told him everything, just kept crying while telling him. Jim finally pulled her to the couch and kept telling her it was all right."

"She told me he was very angry, and she expected that, but he said since she didn't actually have sex and she told him the truth, right away, he said he wasn't going to leave her. It may take some time to get it all straightened out in his mind, she had to understand that, but he would work with her."

Leonard smiled, "That's pretty cool of him."

Penny nodded, "I know. I talked to her for a couple of hours today, trying to get her calm down. By the time I left her, she was much better." Penny paused, thinking, "Leonard, what I realized while talking to her, was that she didn't plan to end up with some guy in a backseat. She had drank too much and found herself in a situation she didn't expect."

Penny put her hands up, "Now, before you say anything, I am not saying her actions were right. I'm not saying she isn't responsible for what she did, but I would never have expected her to end up in that type of situation. Jim appears to understand that, and while he wasn't happy, he was willing to forgive her."

Penny looked at Leonard knowingly, "Her problem is forgiving herself. She was so upset about what she had done and she went on about how she wasn't worthy of Jim and how she was a dirtbag, and on and on about how bad she was."

"While trying to get her to forgive herself, it struck me that what I was trying to get her to do, was something we couldn't do for ourselves. The thought went through my mind that we have to forgive ourselves. You don't blame me, I don't blame you, so why can't we get over it ourselves."

Penny looked sheepish, "Maybe it took me to finally open up, but it has made it easier for me to give it up, or maybe it was talking to her, helping her forgive herself, has done the trick. I thought about it and realized it was the situations and how they came together that caused what happened, and those aren't likely to be repeated by either of us."

"After all, you were separated, physically, from Priya. Trying to get through what you thought of as a betrayal..."

Leonard interrupted, "She didn't tell me until I talked to her, I didn't know about her cheating."

Penny said, a bit of frustration in her voice, "I'm not talking about that Leonard, I'm talking about her not telling you she was leaving, then leaving a month early. You were also trying to fool yourself into thinking there was more feeling there than there was. After that, you just happened to meet someone who shared your interests. It was just a freaky coming together of all those factors."

"As for my situation," Penny still sounded sad and upset, "I finally realized and admitted I screwed up breaking up with you, I was missing you, I was drinking, Raj was depressed, and drinking and I wasn't attached at the time. All of that led to me ending up where I did. Those factors won't be repeated. I can forgive myself easier knowing that it was the unique combination of the situations that led me there."

"Again, I'll repeat, I'm not saying either of our actions was right, in fact they were horrible. But, considering those situations will not be repeated, and we've forgiven each other, shouldn't those considerations make it easier, for both of us, to forgive ourselves? What do you think?"

Leonard looked at Penny, thinking on what she just said. He thought about their talk and explaining to her how he felt about it. Her idea that it was just an intersection of different situations, that likely wouldn't be repeated was interesting. He had to admit, that part of his problem was a worry something like that could happen again. If it really was a single situation, why worry about it? Oh, keep it in his mind, after all there may be, probably will be other situations, similar to it, but be easier on himself for that one.

After a couple of minute pause he said, "You may have something there, Penny. Forgive ourselves for that particular experience, but remember it to prevent future situations."

Penny smiled, "Hey, you followed my thinking and approve of it."

Leonard nodded and smile, "Yep, think about what you said about our strengths and weaknesses. We work good together."

What a lead in, thought Penny. "Leonard, can I get serious, about us?"

Leonard immediately looked concerned, "Is there something wrong?"

Penny said quickly, "No, no, not at all. Since you're not leaving me, everything will be fine." She put her hand on his knee and smiled, "Thank you so much for that. No, I want to try to fix something that I caused."

She stared at Leonard. _This is it. I hope he likes and understands this_. She took a deep breath and plunged on. "Leonard, since we met, I've done things that have really hurt you emotionally. I didn't realize, most of the time, how much hurt I caused you, I was so self-centered. I usually don't do things that are a positive for you."

Leonard looked at Penny, wondering where this was going.

Penny said, "I've told you how much I'm working on fixing my problems with committing to living with you or marrying you. So you understand why I can't do those things, yet, but I want to show you I am serious about working on it. So, I've got something I want to do for you. Come on."

She took Leonard by the hands and pulled him up. She started walking, pulling him with her. She lead him to her table, and when getting there, turned and gave a surprised Leonard a long passionate kiss. Leonard looked befuddled as she had him sit down.

"Now just sit there, I have to get things ready." Penny turned and walked behind her kitchen counter. She reached down and brought up two candles. She brought them to the table, put one on each side of the table, near the window and lit them. She walked over to the lamp and turned it off.

Going back to the kitchen, she turned off the light and reached behind the counter again. She brought up a vase with six roses. Smiling at Leonard's expression, she said, "Now you know why I didn't want you to help with dinner and dishes." She took it to the table and placed it on the table, near the window, between the two candles.

Leonard had a puzzled smile on his face, "What's going ..."

"Stop, I've got one more thing to get." She turned and went into her bedroom and came back a few minutes later. She sat down opposite him. She held her hands out on the table, waving her fingers at him. Leonard understood her motion and put his hands in hers.

"Leonard," Penny started seriously. "I want you to know how much you mean to me. I'm sure I will ask you to marry me and I'm sure I will ask you to move in with me, at some point. Leonard, do you know about the idea of a promise ring?"

He shook his head.

"It is given to signify the two are in a romantic, monogamous relationship," Penny kept his eyes locked to hers as she continued, "It can also be called a pre-engagement ring, signifying that there will be an engagement at some point in the future. I may not be ready for the next steps now, but I want you to know I think we are in a romantic, monogamous relationship. I don't want anyone else, and I want you to know how I strongly I feel abut you."

Leonard had a puzzled grin on his face.

"OK, put out your left hand." As he did so, Penny took it in both hands and continued. "Leonard, I would have loved to give you a gold ring, with a stone, or maybe in the shape of a snowflake. But, you know I don't have that kind of extra money to go out and buy such a thing. I thought abut getting a cheap ring, but I didn't want to give you anything cheap. I do so want to give you a symbol of our love. What I'm about to give you is something that has been involved in our relationship. Sheldon, of all people, pointed out to me how you and I were alike in some respects. This was part of his point."

She reached into her shirt and pull out what looked like, to Leonard, a strip of paper. He saw her peel off two pieces off the back. Penny put the Hello Kitty band aid on and wrap it around his finger. She looked at it, then up to Leonard. There you go Leonard, that is my promise ring to you." She took his left hand, kissed it and gave both hands a squeeze. Looking at him, she said, "I love you Leonard."

Leonard continued to grin, but answered right back, "I love you, Penny." They sat for a couple of minutes, staring into each other's eyes. Leonard finally asked, "How did this make you think we're alike?"

"Remember, when you bought that time machine?" Penny said, smiling, "I was so mad at you because you made me late for work, told you to quit playing with toys. You were going to sell all your stuff, until Sheldon pointed out all the toys I had. I was wearing Hello Kitty shorts."

Leonard's smile looked forced.

"What's wrong honey?" Penny said.

"I remember that was the day I met Mike for the first time."

Penny looked at him, "Leonard, that is far away in our past. He doesn't exist for me anymore. You still do. You are the only guy I want to exist for me. Smile, I've got something else for us."

Penny got up and went behind the island in the kitchen. She pulled up a bucket, with a bottle of Champagne and got two glasses. She returned, sat down and opened the bottle and poured two glasses. She raised her glass and said, "To our love." Leonard touched her glass and said, "To our love." They each drank the entire glass.

Leonard was starting to tear up. He was looking at Penny. _How did I ever get so lucky? No other woman has ever said she loves me,_ _and now she does something as wonderful as this?_

"Leonard, can we keep this between us?" Penny said shyly. "I don't want our friends pressuring us to move to the next step. We can leave this as our knowing we're together, were a couple, and we," Penny paused, looking down, "lets be real, I'M working on getting my shit together, so we can take those steps, but at my pace. OK?

Leonard looked at Penny with a smile, "Of course it's OK, it's more than OK."

"There's a couple of more things, if you agree," Penny asked. "I want to make sure you know, although it's a Band-aid, I'm taking it as a real symbol of our working toward marriage, I hope you do also. I want us to think like a couple."

"I want to spend as much time together, as we can. I would like to us to sleep together, we don't have to have sex, we can just sleep," she got a wolfish grin, "although I do enjoy the sex with you. On nights I'm not working, we can make dinner here, or your apartment."

Penny looked at Leoanrd, "I know there's going to be nights that I work late or you have to go in early, or we have different things planned, where it's probably better if we sleep in our own beds, but we need to eat, sleep, talk, watch TV or movies, as if we were living together, as much as possible. If we do that and I get comfortable with it, maybe it won't worry me as much and I can get over my hangups."

"Haven't we been doing that quite a bit already?" Leonard asked.

"Yes, we have, but we need to do it more," said Penny, "but, there is more to this Leonard."

"OK, go on"

"If the Cheesecake Factory wants me to change shifts or move to anther store, I want you to be part of the decision, said Penny, looking at him. "If the university offers you a promotion, that involves making changes to your life, I want to be part of your decision. What affects one, affects the other."

Leonard chuckled, "I'm not in any place to get a promotion. That requires tenure, and there are no open spots right now."

"Please Leonard, you know what I mean," said Penny. "I want us to be like we are a couple, living together. I want to do this. This can show me that I can overcome my fears and hangups. I'm not saying we have to follow what the other says, I just want us to get used to the idea of including each other in the decisions we make."

"Penny," Leonard said seriously. "We can work it out so we can get you over your fears. I love you and am willing to help you any way I can."

"I know Leonard," Penny said softly, but lovingly. "I've seen you do whatever you could for me for the last five years. I've been so afraid for so long, I just want you to understand how much I'm willing to do to work on it. Most of all, I want you to know how much I love you."

**A/N I just happen to see the word count as I uploaded. A new length record. Well, it does have to hold you for a few extra days. And for those of you wondering why this is here when I said update on Monday, it's 1:45 AM, so it's Monday here. **


	33. Chapter 33 Final Admissions

**A/N OK, I lied, I didn't get this out until Sunday Morning. After all, 1:30 AM is Sunday Morning. Just like the title of the chapter says, and a quick discussion of something I wanted to know. Interesting how you think it will go one way, but it changes as you write it. This will start tying back into the episodes at the end of the next chapter. The Tenure Turbulence is the episode. As usual, please let me know your thoughts on the chapter and story. While I don't own any of these characters, I just can't put them into their storage boxes.**

Chapter 33 Final Admissions

Penny poured another glass for each of them. They were quietly watching each other, and smiling. Penny was thinking about something, "Leonard? Is there anything you want to ask me? Anything about before we started dating?"

Leonard smiled at her, "Well, I do have a couple of questions. If you don't want to answer, I'll understand, but you did ask."

Penny wondered what he could want to know, "No, I did ask, and there is one thing I want to tell you. I guess as a sort of a final clearing out of everything, go ahead, ask."

"Well," Leonard started, "how many times did you think your were pregnant? I'm not interested in how many guys or how many times you did it before checking. I'm only asking because your father said something about the pee stick, and it kind of surprised me that you would be that careless."

Penny was surprised he remember that, "Wow, I didn't expect that." She became nervous. I did tell him to ask. How many times was it? "Leonard, I was pretty immature and stupid as a teenager." She paused, thinking back, "Let's see, I think three times, before going on the pill. My periods weren't all that regular at the time either. So, that combination caused me some anxious moments. Once I got the doctor to give me a prescription for the pill, it never happened."

"What about condoms?"

"I was indifferent about using condoms, which, as I said, was kinda stupid, now that I think about it. Not just for getting pregnant. I had a friend who started sleeping with an ex boyfriend of mine..., wait, really, he was just a guy I slept with, and she got the clap. I didn't, so he must have caught it in between sleeping with us."

Leonard nodded, "When did you finally get on birth control?"

"I think it was just after I turned seventeen," Penny said. "Our doctor wanted a permission slip from the parents before that. Funny thing was, I was on the pill, but because of what happened to my friend, I wouldn't do it anymore, unless we he had a condom."

Leonard laughed. "I'll bet that disappointed some guys, until they learned."

Penny looked uncomfortable, her eyes avoiding Leonard's. He recognized what this meant and said, "What? I'm guessing they weren't disappointed?"

Penny was still looking down, "Leonard, no, I wouldn't screw ... Do you remember what I said about Bernie's professor?"

Leonard look puzzled, thinking it over. Suddenly he looked surprised and simply said, "Oh."

"What I didn't think about was catching something orally," Penny said with shame. "I just didn't know any better."

Leonard looked shocked, "You caught something orally?"

Penny looked confused, then realized how what she had said sounded. She quickly reassured him, "No, no, no, no. Nothing. I caught nothing. I was just saying I never realized I could have caught something."

Leonard looked uncomfortable for a few seconds, then smiled, "Well, I should have realized you didn't get that good doing that with just me."

Penny looked up and shyly smiled back at him

After a few seconds, he thought about the other thing he wanted to ask.

"What about your marijuana? How long did you smoke?" Leonard slyly grinned at her, "Or was it really potpourri?"

Penny smiled weakly and looked uneasy. "Well, my mom smoked, even when she was pregnant with me. I found a bag in my parents closet when I was snooping around, I was sixteen, seventeen, somewhere around then." She shook her head, "I just can't believe my parents would be smoking grass, it's just one of those things, that I couldn't comprehend. I've never told them, I found the bag. Anyway, when I found the bag, there were of couple of joints in it."

"I told my brother about it, he grabbed the joints and we ran off to the barn. He had smoked before, it was my first time. I enjoyed the feeling, so after that, I followed my mom and found out where she got it from. Turns out, it was the brother of a friend of mine, so I got hooked up."

"I smoked off and on for a couple of years," Penny mused. "I only bought some when I had extra money, or I could get some from my brother. I wasn't a hard core user and in case your wondering, I never used sex to get any. When we got to LA, I just didn't have the money, I didn't have the connections and Kurt was a health nut, didn't eat or take anything that may have been bad for him, although I told you I have some suspicions about steroids."

"So, I just kinda quit." Penny paused, looking embarrassed, "Oh, I forgot, that second time I went home, my brother and I shared one. I was so confused about you, me everything, I was such a wreck, I thought maybe it would relax me. It did, but it didn't help with making any decisions. You're probably disappointed in me, for that."

"No, Penny, I'm not," Leonard said. "Those things happened way before I knew you. Well, that one time, but we weren't dating. Besides, while I wouldn't use it, I have enough trouble with my asthma as it is, I do know several people who use it. Grad students mostly. They're smart enough not to use it before they come to work or drive. I've been to their houses at night, and have seen them smoking it."

"Also, one of my aunts," Leonard continued, "she has glaucoma and was using it for that. Then she found out she had cancer and started using it for the adverse chemo effects. At one time, I thought it was bad, drug addicts and all."

"It was weird," Leonard chuckled. "I was at my aunt's house when the guy she bought it from came over. He was a bit spooked about me being there, but he sold it to her. She lives in a non-medical use states, but she doesn't care. It helps her. Between seeing others using it, much like I use alcohol, and my aunt using it to get over her medical problems, I've changed my thoughts a bit on it."

Leonard looked at Penny, wondering what she thought of that. He didn't see any change in her expression, so he said, "OK, Penny, what do you want to tell me?"

Now it was her turn to pause. "Leonard, there was something I left out of one of the things I told you. Not, intentionally, I just forgot about it, but remembered when I talked to Bernadette. I feel you should know."

Leonard looked concerned, but said with a relaxed voice, "What is it?"

"Well, remember our 'friends out' night?" Penny looked sheepish, "I told you I was supposed to go with the guy I'd been seeing?"

"Yeah, what about it?" Leonard could see she was nervous. She must think this is going to upset me, so, control yourself Leonard.

Penny said nervously, "I told you we hadn't had sex before that, well, I was planning on to sleep with him that night. It would have been our fifth date, he had been nice enough not to push me on the third and fourth, and, I'll admit, there were some feelings starting there. But like I told you, when I realized you and I were still a possibility, I broke up with him. I just think you should know and I didn't want you to find out accidentally from Bernie."

Leonard looked at Penny with a gentle look, mirrored, in his mind, with happiness. "It's not a problem Penny. We weren't together, you didn't think we would be, and you were dating, and you didn't have sex with him, so I don't see anything that is a problem."

Penny looked relieved, "I just thought it may upset you that I almost did."

"We've gone over this already. Remember, I knew about the 'Petting' as you called it, so I figured sex wasn't that far away."

Penny smiled, "There is something else you should know. Not bad, kinda funny."

"What?"

She was still smiling, "You know that date that Bernie set up for you?"

"Yeah that woman I went to the wedding with?"

Penny nodded, and paused for a second, "Yeah, well Bernadette picked her because she didn't think you'd like her."

Leonard look serious for a minute, then chuckled. "I always wondered about that. I thought Bernadette knew me better than that. I couldn't figure out why she would pick someone like her."

"Well, she was looking out for both of us," Penny said. "When I talked to her, I got mad at first, remembering that she introduced you. Then, when she explained it, I laughed, but, yeah, she was trying to make sure we still had a chance at getting back with each other. She didn't expect you to see her again. Much less get, basically, an offer of sex."

They were both chuckling, but Penny was thinking of something. She decided she wanted to know. "Leonard? Can I ask you something?"

"Sure, but you know everything. I can't think of something you don't know."

Penny gnawed her lower lip, trying to figure out how to ask this. After looking at him for a few seconds, she finally spoke, "OK, this may be way out of line for me, but I always wondered, so, did you ever think about cheating with me, when you were with Pryia?"

Leonard was silent for a long time. Penny was wondering if she was going to get an answer. Finally Leonard said, "That's difficult to answer Penny. If you mean just sneak off and have sex, while she was here, I can say, probably not.

I almost cheated on Priya with Alice and that took Priya being gone," Leonard looked down. "As much as my interests, with Alice, were the same, I just didn't have the depth of feeling for her that I had with you. So, while I was able to stop with her, I might not have been able to stop with you."

"If things had worked out to where we were alone together, after Priya left...maybe. I mean, I told you I still had feelings for you, even when I was with Priya. I even brought up us being able to be with each other, on the 'Down Low', as silly as that was."

"I guess, the honest answer was I probably would have, after she left," Leonard looked guilty. "If we had started something, I would have relied on you not liking cheaters as the way to stop us. Not saying that would work. You don't like cheaters, would you have accepted having sex with me, even though I was with Priya?"

Penny looked thoughtful, "I would like to think I wouldn't. You know my feelings. But, like I told you earlier, when I first woke up in your bed with Raj, I knew where I was and I was happy about it. I was thinking I with you and I didn't feel bad about the whole thing, until I figured out I wasn't with you."

"But, if I was happy, would I, or even could I, have stopped something between us? I would like to think so because I did leave you when I left you in the lobby. It's just that I was so upset about not being with you and I think we would have gotten closer, after Priya left. I don't know if I could have stopped myself. Of course, we were saved from that problem when you saw me with Raj."

Leonard nodded resignedly, "You know, I never thought of it that way. As uncomfortable and weird as that made us act toward one another, it may have saved us from something worse." Leonard stopped, and decided he wanted to know. "Penny, this may sound strange, but have you ever thought about cheating with anyone else?"

"Well, not since I moved out here," she said quickly. "I mean I was messing around with other girl's boyfriends or with someone I wanted, even if I was dating someone, back in Nebraska. After what happened with Kurt, I was really hurt and then with Mike and Dave, it just drove me to really hate someone who would do that."

"But this, with you...I wonder if this is one of those things where you and I are one of those 'situations', like Cheryl's, where, in my case, if it wasn't you, there would be no way. But, because it's you and what we had, it was a possibility. What about you?"

"Well, besides with Alice, no. Besides, I wondered if Alice was just a substitute for you," Leonard thought some more about it, "In a way it was funny. When Priya told me I couldn't see you, I spent more time thinking about you. I would spend all my daydreaming time I wasn't with her, thinking about you. Since I couldn't talk to you, I just thought and wondered what was going on in your life."

"I guess that would be a form of cheating, dating one girl, but being emotionally attached to another girl at the time. But that only happened with you. See, with Alice, I always felt guilty about it, I would think about Priya. With you, I spent time thinking of you, when I was dating Priya, but I didn't feel guilty."

He held her hand, looking at her, until she looked back, "Penny, there hasn't been a day in the last six years when I haven't thought about you. Every day since you moved in, you were in my thoughts at some point. Even when we were broken up, even when I was dating someone else, you were always there."

Her eyes began to tear up. What Leonard said was just so sweet, but it made her feel so unworthy of him. He just smiled at here. She was finally able to croak out, "Leonard, that is the sweetest thing anyone has ever said to me. I just don't know how I deserve you or how to give you an answer to that."

"You don't have to, but it's me that wonders about deserving you," Leonard said. "Anyway, you may have something about being one of those situations. Something like the other is the only one we'd even consider cheating with."

They were both quiet, lost in their thoughts.

Finally Leonard said, "I know it's early, but we need to get to bed. I have to work, and I'll never make it through tomorrow, if I don't get some sleep. You don't have to be in till later, but I need my sleep."

Penny smiled at him. "Yeah, I know. I figured you'd be pretty tired tonight, but I knew you'd want to get through this."

Leonard reached out and touched her knee, "Yeah, I wanted to finish it. I think we both know exactly where we are now, and I think were happy about it."

Penny nodded, but got a wicked grin "Still want to stick around, after everything I've told you?"

Leonard chuckled, "You still want to stick around with me? Knowing I've started getting hit on, knowing I won't grovel anymore?

Penny gave a short laugh, "I'm not worried about you getting hit on. Either you won't notice or you won't do anything about it, now that you know how it would affect me. The not groveling part turns me on. So, overall, yeah, I'm going to stick with you."

Leonard grinned, "Well, that's good to know. I need to run over and get some clothes, I've used everything here and I've even taken all the robes over there. Give me a few minutes, to go get some things?"

"Of course, just get your butt back here as soon as possible, OK?"

Leonard stood up, and leaned over and kissed Penny. "I'll be right back."

"While you're gone, I'll clean up."

Leonard waked out and over to his apartment. He let himself in, and was surprised to see Sheldon up. "Sheldon?" there was no answer. "Sheldon?" He said louder. Then, he noticed that Sheldon had his earbuds in. "SHELDON," he shouted.

Sheldon finally turned around. "Oh, hello Leonard," he said as he pulled the earbuds out. "What are you doing here, I thought you were staying with Penny tonight?"

"I am," Leonard said, "I just have to get some clothes. I ran out at Penny's."

"Oh, OK," said Sheldon as he turned back to the computer.

"It's awful late for you, what are you doing up, Sheldon?"

Sheldon pointed to the screen, "I'm watching Edward Witten give a live lecture in Vienna, at the Schrödinger Institute."

"Well, I'll go get my clothes and leave." Leonard noticed Sheldon already had his ear buds back in. He started walking to his room. He was grabbing a couple pair of boxers, a couple of T-shirts and some socks. He took two robes off the back of his door and started out. He stopped, remembering what Penny had said. He went back and grabbed two more of everything.

Coming out of the hallway, he noticed Sheldon taking out his ear buds, and shutting down the computer. He was about to walk past, when he though of something, stopped and turned. "Sheldon"

"Yes, Leonard."

"Thank you."

"For what," said Sheldon, sounding puzzled.

"Penny told me you broke into her room last fall, to tell her not to break up with me."

Sheldon looked uncertain. Started to talk, but nothing came out.

Leonard look at him and said gently, "I just want to thank you for talking to her. She told me you said, 'don't hurt my friend'. That very uncharacteristic of you."

"Ummmmmmmmm," Sheldon stumbled.

"I really mean it," Leonard said. "I understand the transformer thing now, you were trying to tell me, while keeping your promise not to tell me. You did a very good job of walking the line between the two."

Sheldon still looked uncertain. "Leonard, can I tell you something? Due to the nature of what I'm going to tell you, I would like you not to say anything to anyone else."

"OK, I think I can do that. What's up."

"I want you to know why I almost told you, and why I went to Penny's."

Leonard looked interested, "OK, go ahead."

"Since I was prohibited from telling you, I had to find some way to stop it." Sheldon look uneasy, but continued, "Leonard, when Penny first moved in, I did not understand why you would chase that woman. I didn't understand why if you were so depressed you would still maintained a relationship with her after she dumped you. I didn't understand why you two stayed together last summer, when it was obvious you two weren't comfortable around each other."

"However, as you know, I have become somewhat attached to Amy Farrah Fowler. I've explained to her that I want her in my life. If she were leave my life, I would not be happy," Leonard was surprised that Sheldon would admit to that, but he held his comment.

Sheldon kept going, "So, besides how much my life would be upset, if Penny would have dumped you again, lets face it, the apartment would have been overrun by cats, I now somewhat understand why you would be upset, because I now understand how that would make you feel. I don't want my friend upset."

"You are my friend, and social conventions says friends are supposed to help each other. So, I did what I could. Although now that I think about it, at the time, I didn't believe I accomplished anything."

Leonard looked at Sheldon with affection, "Well, it worked. Penny says part of the reason she didn't break up with me, was because she was thinking about what you said. So, again, thank you."

"Your welcome." Sheldon became more formal, "Now, since we are friends, and you're supposed to help me also, I need to go to the store tomorrow. I'm out of hand sanitizer and then we will got to the comic book store, it is Wednesday."

Leonard grinned and shook his head, "Of course Sheldon. I'll see you in the morning, goodnight." As Leonard turned and walk to the door, he heard Sheldon, "Leonard? When did you hurt yourself?"

Leonard turned, "What are you talking about?"

"Your finger, you have a band-aid on it, What's wrong?"

"Well, I ... er what I mean is...is...ahhhh," Leonard stammered. "Oh, I cut it on a can we used for dinner. Penny gave me a band-aid to put on it."

"Oh, OK, then it's not too serious, but you should put some antibacterial ointment on it, it doesn't appear to have any." As Leonard turned to leave, he heard Sheldon say, "Goodnight Leonard."

Leonard walked across the hall and opened Penny's door.


	34. Chapter 34 Busy Day Thoughtful Night

**A/N I want to apologize for the long delay in updating. Unfortunately, I've had a few chronic medical things that all hit at the same time, which made it very difficult to write (or even live), and for most of the last four to five days, I didn't even try. I'm still feeling the effects and the next update may be later also. My apologies. For those who don't realize it, this chapter begins only the fourth morning after Sheldon found Penny's Chew Toy. It's taken me 34 chapters to get through four days, I know, I'm long winded. I own all the words between the character names. Please leave your reviews, I really enjoy hearing from you all.**

Chapter 34 Busy Day, Thoughtful Night

She was just finishing drying the glasses.

"I've got my clothes and robes and I brought some extra," Leonard smiled. "I guess, after my ring, and what you said, I should move pants, shirts and shoes over here, also, right?"

Penny, froze for a second, feeling a brief second of panic, smiled and nodded, "I guess I should clear some space in my closet and my dresser."

"Well, for now can I just put my boxers in you panty drawer and my socks in you sock drawer?" Leonard said. "I'll figure out where to put my T-shirts, but yeah, if I'm going to be spending more time here, I'll probably be moving more clothes over."

"Yeah," Penny said, "we can look at that over the next few days."

"Hey," Leonard chuckled, "Sheldon noticed my 'ring'."

Penny turned to him, "What did you tell him?"

"I said I cut it on a can"

"Oh, that was good," Penny nodded. "Go ahead and put your clothes where you said you wanted to. Let me finish this up and I'll be right in."

Leonard walked into the bedroom and began putting his boxers in the drawer. He slid a few pairs of her panties over to make room. He did the same in her sock drawer, and put his white socks in it. He had his folded white T-shirts, along with the T-shirts with logos, and he simply put on the top of the dresser and hung his two robes up.

Just as he was finishing, Penny walked through the door, she was carrying a pair of scissors. "Come here," she said as she sat down on the bed. Leonard came over and sat next to her.

"I would love for you to keep that on," Penny said, looking at his finger lovingly, "but we don't want the gang to know, yet and Sheldon already noticed. So...," she took his left hand, slid one of the blades of the scissors between the band-aid and Leonard's finger and cut the band-aid. She then peeled the rest of it off.

Leonard looked at her puzzled, "What are we going to do with it?"

Penny smiled, "Watch." She put the scissors down and holding the band-aid, opened her nightstand. Pulling out the red bag, she took her snowflake out, put the band-aid in the bag and put the bag on her nightstand. She then placed the snowflake on the bag.

She turned and look at Leonard, "These two symbols of our love, will stay together on our nightstand. When we have to, we'll put them into the bag, and into the drawer, together. That is how they'll always stay, together. One, just has to stay hidden right now. I know my 'ring' isn't as wonderful as your snowflake, but I want them together."

Leonard took Penny's face in his hands and shook his head, "Penny, for me, it's better." Leonard's eyes were moist, "It means you think enough of our relationship, that you want to be a couple, that you're willing to work on something that scares you. Look at it as something that protects you from your Kryptonite, your fear."

Penny giggled at the Superman reference.

Leonard leaned over and gently kissed her then pulled her into his arms and she flowed in willingly. They stayed there hugging each other, neither one wanting it to end.

They broke slightly, just enough for Leonard to get his lips on Penny's. Their kiss started gently, then flared up, their mouths opening, their tongues sliding past the other's lips, as they fell back on the bed. After several minutes, they both groaned as Penny pushed Leonard onto his back. She rolled and ended up astride Leonard, her knees on either side of him.

She looked down at Leonard, peeling her shirt over her head. She removed her bra, put her hands on the back of Leonard's head and as she leaned over, pulled his head up. Penny could feel him hardening beneath her as she sighed deeply, her breath escaping as Leonard's mouth covered her right nipple. She quit thinking and let her instincts take over.

They were just getting their breath back, chests heaving. Penny's head was laying on Leonard's left arm, the fingers of her left hand intertwined with Leonard's fingers. Leonard was looking at Penny, when she finally turned to him, he was waiting, "I love you, Penny."

Penny smiled at him, "I love you, Leonard. God, that is so easy to say now. I'm not afraid of saying it to you, and I feel so good saying it."

They smiled at one another.

Penny tried to get up, but Leonard was holding her. "Leonard, let me up!" she exclaimed. "Come on, it's already leaking out."

Leonard giggled, "No... I just want to hold on to you."

"Oh, you bastard," she said mock-seriously. "I know what you're doing."

Leonard chuckled, "Just paying you back for the last time."

She fell back in resignation, "OK, fine, I'm here not going anywhere."

Leonard relented, "OK, lets both go clean up"

Twenty minutes later, cleaned up, they finished preparations for bed and both slid under the sheets. Facing each other they kissed, said goodnight, and said I love you. Penny rolled over onto her left side, her head on Leonard's arm, Leonard spooning her, his right arm, pulling her close. They laid like this, until sleep took both of them.

Penny awoke to the sound of her shower. Knowing it was Leonard, she fell back asleep. An hour later, Leonard came in and gently woke her. After waking up, she was surprised, as Leonard didn't normally wake her up.

Leonard sensed she was puzzled and explained, "I know you're going to get home late tonight, and I may be here, but, if I am, I'll probably be asleep, and I just wanted to get a kiss, before I left for work, you know, just like an old married couple."

Penny smiled, "OK, come here."

Leonard leaned over, kissing her gently. It was several seconds, before they broke and he spoke, "Love you, see you tonight." Penny looked at him, "Love you too, have a good day."

Leonard turned and left, Penny heard the door close. She rolled over and went back to sleep.

She woke again near ten, stretching and enjoying the slow wake up again. She could get used to this, if only Leonard was here. She finally got up, took her shower, and walked out to the kitchen._ Sweet guy, Leonard had turned on her coffee...mmmmm, our coffee, again._ She poured a cup and sat down at her table.

She thought about the last few days. _It felt so good to finally tell him everything, just like when I finally told him I loved him. We have no secrets now. Oh, there's some from back in Nebraska, and he doesn't know some of the things that happened when I lived with Kurt. But, I'm not afraid if he finds out. Besides, he knows everything going back to him coming home from the North Pole, and almost everything since I moved into this apartment._

_Not everything I guess, but then I don't know everything about Leonard either, and I don't care. I know he loves me, supports me, and he's willing to give me time to work out all my fears._

She was aware that she needed work. _I have to get over my fear of commitment. I know I can do it if he could just stay here with me, without calling it living together. I know I can get there, could get there, I will get there._

_I'll do anything I can for him I know that now. It's good knowing my feelings haven't changed, I just understand it all so much better. Thanks to Bernadette. Bernadette? Bernadette?_ Something was nagging at her that she couldn't quite remember. She finished her cup, thought about another one, and decided to get dressed first.'

She went to her room put a pair of shorts and a was looking for a shirt, when she saw Leonard's T-shirts on top of her dresser. She smiled and saw a familiar green shirt at the bottom of the pile of shirts. She pulled it out and put it on. She knew what the symbol on the shirt meant, but not all the individual pieces. She felt the shirt appropriate, as she was going to have her second cup of coffee.

As she turned to go, she spotted the red velvet bag and snowflake on her nightstand. Bernadette, now she remembered. _Hmmmmm, I have to think about this._

She returned to the kitchen, pour another cup and went to the table and sat down. _I promised her I would tell her how it went, but, I asked Leonard not to say anything. When Sheldon asked him, he kept it quiet. I should do the same, but, we may not even be here without Bernadette. It was all due to her that got me to see what I felt. What do I do?_

Penny struggled back and forth for about 30 minutes. She finally made up her mind. Reaching for her phone, she called Bernadette at work.

"This is Bernadette Rostenkowski-Wolowitz, can I help you?" Bernadette said.

"Hi, Bernie," Penny replied.

"Penny, hi," Bernadette said.

"Is it a bad time?"

"No, not at all," Bernadette replied. "I just got back from a meeting and I'm kinda taking a 15-20 minute break."

"Oh, OK," Penny said, "that's perfect"

"What's up?" Bernadette said.

"Well, remember, you wanted to know how it went," Penny teased.

Bernadette suddenly sounded excited, "Ohhhhhh, what happened? How did it go? Did you do the ring thing? Did you..."

"Slow down," Penny laughed. "I'll tell you everything."

Bernadette paused, "OK, sorry. Go ahead."

Penny was still chuckling, "OK, I finished telling him everything, starting from just after the proposal." Her voice got serious, "And I mean everything Bernie. Including how I almost broke up with him."

It was quiet for a few seconds, then Bernadette said softly, "How did he take it?"

"Not well," said Penny sadly, "and I can't really blame him. Bernie, it really hurt him. He became very bitter about it. It hurt me to see how much I hurt him. I was so afraid that it was the last straw, that he was going to just walk out and leave me."

"Penny, he would never do that," Bernadette said quickly.

"That's what he told me," Penny started tearing up. "He wanted some time to think about it and after that, we struggled through it. I was so scared, but he listened to me, didn't quite understand my reasons, but enough that he got that the reasons why it might affect me as it did."

"I also told him I talked to you," Penny continued, "and you helped me understand. I explained my feelings, fears and thoughts on when I said I love you and how all that was affecting me and how I felt about living together and getting married."

"Did he get it?" Bernadette asked.

"No, he didn't understand how it could affect me as it did," Penny explained. "So, I came up with something he might understand. How his mother has affected him, continues to affect him, and how those things don't make sense to me. That he could see, and let me go without pressing me any further."

"So, that was the end of it?

Penny smiled, "No, it was then that I did the band-aid thing."

Penny could hear a sharp intake of breath. Then Bernadette said, "How did that go? Did he understand it?"

"It was wonderful Bernie," Penny said with emotion. "He got the symbolism, he got how it would help me, with a small amount of commitment, something I'm comfortable with."

"What did he think of the band-aid as a ring?"

"I don't know Bernadette, exactly. He did say it was a symbol of me being willing to work on my fears, and for that, I was happy he understood. But, more importantly, he agreed with everything I explained to him that I wanted to do. Have him spend more time here, have more dinners here, sleep here, watch TV here, then..."

"It sounds as if you two will be living together," Bernadette said questionably.

"Well, were not going to formalize it and say we are living together," Penny said. "There's going to be more freedom than us having one apartment, but we won't be moving around, living in both apartments like we have been. "Think of it as both of us almost living here. As I get more comfortable with it, we may end up with Leonard just moving in completely. If he does, you know Amy will make a play for moving in with Sheldon."

Bernadette laughed. "Well, between you two not living together and those two living together, it ought to be very interesting."

Penny giggled, then got serious. "Bernie, I owe you so much. You got me to understand and that help me explain it to Leonard. If I hadn't spoken to you, I don't think last night would have ended well. So, thanks."

"Don't worry about it Penny," said Bernadette dismissively. "You two need to be together. So, the ring finished off everything? You moved on from there, right?"

"Well," Penny said shyly, "I gave Leonard a free shot at asking me about anything else."

"What was there to ask?" Bernadette said, sounding puzzled. "I thought you went over everything since you guy got together way back."

"Well," Penny explained, "my father mentioned some things once when he and Leonard were with me and Leonard wanted to know. So, I told him about those things."

"What things?"

"Bernie, I'd rather not say," said Penny shyly. "Leonard deserved to know, but I don't really want to talk about it. It was when I was a teenager and I was acting really dumb."

Bernadette got it, "OK, I can understand that. Anything else?"

"Heheheh," Penny chuckled, "yeah, I told Leonard about your choice of a date."

"No, tell me you didn't," said Bernadette, sounding worried.

"Relax," Penny was still smiling, "he was amused by it. So you don't have to worry."

"And, that finished it?" Bernadette asked.

"Well, there was that one other thing I asked him," Penny said, without thinking.

"What other thing," Bernadette demanded.

Penny hesitated. She hadn't meant to say that, she just got caught thinking about how the talk went and it came out. _Should I tell her?_ She was still wondering when she heard Bernadette, "You still there Penny?"

"Yeah, I'm still here," Penny said sheepishly. "Saying that last thing was a mistake, I was thinking of how the talk went and that was part of the talk, so it just came out. I'm not sure I want to talk about it." Penny paused, "OK, let me ask you something."

"Sure, go ahead."

"You know how I hate people that cheat, right?" Penny asked.

"Yeah, I know."

"When talking to Leonard, I realized that I just may have been willing to get physical with Leonard, after Priya left," Penny sounded ashamed. "I'm not saying I would, I just realized that my feelings about cheaters may not have been enough to stop it. Does that sound terrible Bernie?"

"I don't think it make you a bad person," Bernadette soothed, "if thats what you mean."

"Not really," Penny mused. "I just don't understand how I could feel so strongly about not cheating, but think that I might have had sex with Leonard, who would have been cheating."

"What did Leonard say? Bernadette pushed.

"I'd rather not say," said Penny "He may not want what he said, to be known and I don't want to say without asking him."

"Let me guess," said Bernadette, "he said he may have cheated on Priya with you, right? He wasn't sure either."

Penny gasped, "How did you figure that out?"

"Penny, he's cared about you for so long," Bernadette said simply. "It was pretty obvious, once Priya was gone, that he was going to think about it. I'm sure he would have done more than think about it, if it wasn't for your night with Raj."

Penny looked thoughtful, "You know, that's what I said, and he agreed that that night might just have saved us from doing something like that. I was too embarrassed to even be with Leonard."

"With you two, cheating on someone else," Bernadette went on, "with each other, may be something that would only happen because the history between the two of you."

Penny was surprised. She had come to the same conclusion that she and Leonard had come to. "Yeah, that's possible. After all he stopped when he had the chance with..." Penny started panicking when realized what she was about to say.

"What? Are you saying Leonard almost cheated on Priya? Was it with you?"

"Bernie, please, you can't say anything," Panic evident in her voice. "Yes, he almost did, but he didn't, he stopped. It wasn't with me, but he said he probably wouldn't have been able to stop, if it had been me. Just forget it, OK. Please?"

Bernadette heard the panic in her voice and knew she wasn't going to get anything else out of her. If is wasn't with her, who else did Leonard know? "OK, Penny, relax. I won't say anything."

Penny slowly calmed down. As she did, she thought about what Bernadette had said. _Maybe there was something to this situation thing. Was their attraction, to each other, really that obvious to everyone else?_ She smiled to herself. _It probably was that obvious, but why did it take so long for her to see it?_ She shook her head.

"OK, Bernie, I'll let you go," Penny said. "Thanks again, and remember, you can't say anything, about the ring, even to Leonard, you're not supposed to know, OK. It's supposed to be between just me and Leonard."

She could hear Bernadette snicker, "OK Penny, I won't say anything. I'll leave it for you two to make an announcement. Take care and say hi to... Oh, wait a second, is Leonard still wearing the band-aid?"

Penny smiled, and said softly. "No, I cut it off of him. It's in the snowflake bag, on my nightstand and the snowflake is laying on the bag. That way, they are close together, but no one else will know."

"Awwwwww," said Bernie, "that is so cute. I love it. OK, I'll go now. I'll talk to you later. Bye."

"Bye Bernie," said Penny, then turning her phone off. She looked at the phone, thinking of the person she just talked to. _Where would we be without her? Where would I be without her? She helped me understand everything, thanks Bernie._

Penny went into the kitchen and made a salad for her lunch. While she ate, she thought about her life going forward. _We love each other, I'm sure of that now. What do I have to do to get over my fears? What are my fears? Forever? Can I make the changes to be more like my mother? We talk now, that's a start. Living together? He's going to be here more, I should get more comfortable with it. We have to be more like a couple, but, I have to make sure I treat him better. How could I have treated him so bad? All those things, all that hurt I caused him. All of that and he's forgiven me for all of it. So much like my dad. She smiled, My dad was right, he is a keeper._

She finished her salad, washed out her dish and dried it. Her phone rang, and she saw it was work. They wanted her in early, one of the other waitresses had called off and they needed her to cover a couple hours before she was scheduled.

She looked at the clock and found she was going to have to hurry. She took her shower, fixed her hair and applied her make-up. Finally she got into her uniform. When everything was on and straightened she turned and walked out her door, locked it and headed to work.

It was a trying day for Penny. Besides coming in early, it was for Cheryl she found out, the restaurant was filled her whole time there. She tried to call Cheryl several times, but she never got an answer, although she left five voicemails. She had decided to try to be more friendly again today, and it payed off for her. She almost doubled her normal amount of tips.

She was tired and her feet hurt as she walked up the stairs. She knew that Leonard and her had talked about spending more time together, but she wondered if he was there. She hadn't talked to him all day, except for leaving (and getting) a couple of voicemails. But, he didn't mention if he would be there, he never was, when she worked late.

Just in case, she quietly opened the door, and entered. She saw the light over the stove on, which threw just enough light that she could see her way in the apartment. She walked toward the kitchen, and as she got there, she saw a capped bottle of wine, a glass, and a note.

She took the note and read:

**Penny,**

**Here's some wine and a glass. Relax, sit down, and rest your feet. I was tired and I'm asleep in our bed. After all, you wanted us to be together more, right? I'll probably wake up when you come to bed, so don't worry.**

**Love you,**

**Leonard**

Penny smiled at how thoughtful he was to have the wine here. She uncapped it, poured a glass and walked back to the table. She set her wine down, went to her bedroom door. There was Leonard, asleep in her bed. _It's 'our' bed_, she corrected herself with a smile.

She realized that this was the first time she'd ever come home from work and found Leonard in her bed, asleep. _All the other times, we went to bed together, or, if I was working late, he would spend the night in his own apartment. So, this was something new._

Her mind snapped back to the last time she came from work and there was someone already asleep where she would be going to bed. Kurt. She felt a twinge of fear starting. _That was just before I moved out. He was downright mean to me, by then. He would insult me, I was finding money missing from my purse, and those make-up and other hints that he was fooling around._

_But this was different._ She thought. _I really understand and love this man. He would never hurt me. I want him to be here, I asked him to be here more. As she thought about it, she became more afraid. Afraid of what? What is there to be afraid of?_

She quickly walked over to the table and sat down. She took a gulp of wine thought about it._ When I started living with Kurt, he wasn't mean, he was working, I thought I loved him, I didn't think he would hurt me._ The realization shook her. _Just like I think about Leonard now._

_No, I can't think that way, it's not Leonard's fault it turned out bad with Kurt. Leonard is completely different. I just have to remember that, he's different. He stood up to Kurt three different times, when we weren't even going out. Kurt never stood up for me._

_I've treated him so badly, and he is still here. I treated Kurt so wonderfully, and he cheated. I should be the one worried about this relationship, it's me, that has the problem, I have to control it._

She took another gulp of wine and replayed those thoughts. The fear was still there, but it wasn't growing. She finished her glass, having come to a decision on how to control her fear. _I always feel so safe when his arms are around me. All I have to do is simply get in bed with him, and let him pull me in._

Leaving the glass on the table, she went into her bedroom. She took off her uniform, leaving it in a pile on the floor, her panties and bra, were dropped on top of her uniform. Lifting the blankets and sheets, she slid in under them. Leonard, true to his word, woke up, just enough to put his arm around her.

She heard him mumble "Glad your home."

"Shhhhhhhh, go back to sleep," she whispered. "Love you"

She heard, "Love you," as he pulled her tighter.

With his arm around her, she relaxed, the fear was still there, but now, she felt she was controlling it, making it lessen. She thought about his comment. _Home, yes, I'm sure of it now. Someday, we will be together, married, in our home._ She finally relaxed enough to fall asleep.

**A/N, again. I was planning on tying the story back into season six here, but, it will now be the next chapter. I was looking at a chapter length of almost 7,000 words, and a couple of more days before the update. So, I split it into two chapters, but as it is, this is over 4300 words.**


	35. Chapter 35 Leonard Tries to Schmooze

**Starting with this chapter, time will be moving a bit faster, and I'll also be tying the story back into the show. The dialog from "The Tenure Turbulence" has not be changed, but there are additions. Let me know how you think the additions fit. Basically, I'll be covering L/P situations until the end of the show year(Leonard leaving). The others will be around tangental to the story(e.g. Leonard's departure party). I'm sorry for the recent delays, my health has simply not allow me to write as much as I would have liked. I own none of the characters, however, they own me.**

Chapter 35 Leonard tries to Schmooze

Penny awoke the next morning to the sounds of a shower. She stretched as she lay there. She knew it was early, Leonard had to get his shower early, to be able to use the bathroom at his apartment. He could use hers now, but getting up early had become a habit for him. She'll have to break that so he could get more sleep. She drifted back to sleep.

She felt lips on hers and opening her eyes, she saw Leonard looking at her.

Leonard smiled at her, "Hey sleepyhead, get up. You work early today, right?"

Yes, she nodded, smiling at him.

"Well, I've got to get Sheldon and I to work, you have to get ready," Leonard said, "see you tonight, dinner here?"

"Yep," she said.

He leaned over, kissed her and said, "OK, have a good day."

"You too, love you."

"Love you too," said Leonard, kissing the top of her head."

She was stretching when she heard her door close. She got up and went to the kitchen, pouring herself a cup of coffee, _thank you again Leonard_. She was thinking about dinner tonight, _All I can cook is spaghetti, boxed mac and cheese and Shake and Bake. _ _Maybe her and Leonard could take a cooking class together._

She poured another and took it with her to her bathroom as she prepared for work. An hour later, she was walking out her door, ready for another day at the Cheesecake Factory.

Cheryl had, again, taken a day off. Penny would have been worried, but since Cheryl was calling in, she couldn't worry too much about her. As her day went along, she was getting higher tips again. _Why had it taken so long for me to see this? Just smile. Of course, it's easier smiling now, knowing I'm with Leonard._

She was able to get off fifteen minutes early, so getting groceries and starting dinner was more relaxed. She even was able to get a whole glass of wine in. Everything was ready, and she was sitting at the table when Leonard came in. He came over and gave her a kiss, Penny held on, and extended the kiss.

After they broke, Penny smiled at him, "Sit down, I'll get dinner."

Leonard started to pour himself a glass of wine, when Penny noticed something.

"Why do you have a band-aid on your finger?" Penny asked.

Leonard looked down and laughed, "Sheldon wanted to know where the band-aid for my cut was and I I told him it got wet when I took my shower this morning. I told him I forgot to put one back on, but I had some in my lab. I figured I better have one on before lunch, or he'll notice again."

Penny smiled, "So, after I give you a promise ring, you go out and find someone new."

Leonard's expression became sad, "I don't want anyone new, I want you."

Penny looked shamefaced, "I'm sorry honey, I was teasing you about the second band-aid."

"I know," said Leonard as his face turned into a wicked grin, "to quote Sheldon, bazinga"

There was a look of amazement on Penny's face, "What? You never kid around...why you rat-bastard." She was playfully hitting his arm. "When did you start to joke about our relationship?"

Leonard was still grinning, "Since I feel so much better about it, after our talk. I think it can take a bit of kidding around, without getting all upset. How about you?"

Penny smiled and shook her head, "OK, you got me and yeah, it can take a bit of joking around about it now." She leaned over and kissed him, then said, "Sit down, I'll get dinner."

Penny brought over the food and as they ate, Leonard asked about her day. She told him about how and why she thought she was getting more tip money. He just smiled at her.

Finally, Leonard paused, for a few seconds. Looking at her, he said, "So, you remember the other night when you said something about a promotion?"

"Yeah," Penny nodded, "you said you weren't in a positi...wait...you're up for promotion?"

"No, no," Lenoard said hastily, "one of the other professors died, and that opens up a tenure spot."

"What's tenure?" Penny asked.

"The simple answer is that the university can't fire me," Leonard said. "Unless it's for gross incompetence, or I try to teach something that is completely wrong, scientifically."

"So, tenure means you have a job for life?"

"Yup."

"You can't get fired," Penny said with amazement. "Even if you're bad at it?"

"Mmmm, not really."

"Wow," said Penny, "it sounds a lot like being a pretty waitress at the Cheesecake Factory."

"So that's why you work there," Leonard laughed. "Well, if I was bad, I wouldn't get offered tenure."

Penny nodded her head.

Leonard said, "I just keep thinking about how cool it would be if I called my mom and told her that I got tenure at Caltech."

Penny smiled, "She'd be proud, huh?"

"Oh, very. Assuming she takes my call," said Leonard sadly.

"Awwwwww. Well, I'd be proud of you," said Penny. "So, when do you find out?"

"It takes a while," explained Leonard. "There is a list of those who are eligible, and if you are, you can apply for tenure. It usually takes 5-7 years before you're even eligible, and you have to be doing a good job, which is why I told you if I was bad, I wouldn't get put on the list. Then that list is sent to a board, who looks at all of your achievements and papers and the eligible list gets cut down to 4-6 finalists."

_Leonard's in his explaining mode_, thought Penny. Usually, when this happened, her mind would wander. _This seems to be important so I better pay attention._

"That list goes to another board," Leonard continued. They look closer at your papers, and who has referenced them in research. What grants and donations you've brought into the university. What your current work could lead to. When all of that is considered, one of those people gets tenure."

"You don't teach though, you do experiments," said Penny. "Isn't that going to hurt you?"

"Well," said Leonard, "teaching isn't one of the things that the boards look at, or if it does, it doesn't count for much. Very few of those with tenure do a lot of teaching. They mostly do research, guide grad students, direct post-docs, that sort of thing. Most of the teaching is done by people who are like part time or the courses are taught by Teacher's Assistants."

"What are those?"

"Basically," said Leonard. "They are grad students, who get paid to teach. The pay for their job is part of their financial package, with loans and grants. The university gives them those things to get through their studies."

"But," Penny said with a sly grin, "you're going to get points for screwing that old lady and getting money and equipment for the university, right?"

"Yes," said Leonard with exasperation, "but they only know about the money she donated and I didn't screw her for the equipment, I screwed her for the..." He fell silent.

"For the what, Leonard," she said sweetly.

"Hey, we weren't dating," said Leonard indignantly. "So I don't have to give you specifics. You know about her, that's enough. Unless you want to give me specifics about Mike?"

"Hey," said Penny, "that's not fair, you turned that around on me."

"Yes, I did," Laughed Leonard, "yes, I did."

Penny smile, then asked, "So, who do you have to schmooze to get this deal?"

"I'm not gonna schmooze anybody," said Leonard proudly. "I'm gonna let my work speak for itself."

"That's great," Penny said. "That shows a lot of integrity."

"Thank you... I'm a naive idiot, right?"

"Oh, good, you heard me," said Penny with sarcasm.

Leonard looked frustrated, "I just don't understand why just my work can't evaluated on it's own."

"I didn't say they couldn't do that," explained Penny. "But, this is based on school politics also, isn't it? I mean, there's even politics at the Cheesecake Factory. I can't imagine there isn't some at the university."

'Well, yeah, it is, and there is a lot of politics," Leonard admitted. "I guess I can find who's on the board, and try to talk to them."

"That's my guy," Penny said with a smile.

They finished their dinner, did the dishes, dried them and put them away. They took their wine to the love-seat and turned on the television. Leonard was working on his computer and Penny was watching some celebrity show. After about 30 minutes, Leonard turned off his computer and looked over to see Penny reading her celebrity magazines. Leonard took the remote and found "Buffy the Vampire Slayer" on and started watching.

After the late news ended and Leonard shut the TV off. Penny looked up and Leonard smiled at her, "Come on, bedtime." Penny took the glasses to the sink, washed them and put them in the drainer.

They both prepared for bed, taking turns at the sink.

Leonard had just finished brushing his teeth, when Penny asked him, "What were you working on?"

"I was looking up who was on the committee, you know, so I could schmooze them," said Leonard with a grin.

Penny giggled, "So what did you find out?"

"Well, there are the usual number older professors, but that HR lady is on there."

"You mean the one that almost fired all of you?" Penny asked.

Yeah, that's the one," Leonard looked thoughtful. "You know, if Sheldon hadn't shown up, all of us might have gotten fired."

"So what's that mean?" Penny said. They were walking out of the bathroom towards the bed.

"Well, I'll probably have to talk to her at some point," Leonard said thoughtfully. "All the others I know and we all get along. She's the only one I've had a run in with, so I need to talk to her. I know she goes to the fitness center before work, maybe I can get there early, get on one of the machines and talk to her."

Penny smiled at Leonard, "You mean you're going to try to keep up with her on a fitness machine?"

Leonard nodded as he got into the bed and said, "Why not?"

"Oh, sweetie," Penny said with a chuckle, "you aren't the physical fitness type. You may make an even bigger fool of yourself. Just go in and talk to her."

Leonard looked offended, "What do you mean make a fool of myself?"

"Come on Leonard," Penny scoffed, as she got into the bed. "When was the last time you were in the fitness center?"

"Well, never," said Leonard.

"Exactly," said Penny. "Leonard, please just go in and talk with her. Don't try anything fancy."

"Let's just go to bed," Leonard said in a huff, as he turned of the light on his side.

Penny sighed, and turned off the light. She rolled over and reached for Leonard. He pulled her close and they kissed.

"Your not mad at me, are you?" Penny asked.

"No," said Leonard, "I'm not, mad."

"Good," said Penny as she kissed him again. The kiss became more passionate. Over an hour later, and another trip to the bathroom, they finally fell asleep.

The next morning, Penny again heard the shower and rolled over. A half hour later, she got her morning good bye kiss and I love you from Leonard when he left.

She smiled, _wake up to the sound of a shower, hit snooze and wake up with a kiss. That's one great alarm clock I have_. She knew she would have to get up, so she could have her coffee, get ready and head for work.

She went to the kitchen, got her coffee and walked over to the table and sat down. _Hmmmmm, I have to get Leonard to stay here and use my bathroom. He could sleep for another 30-45 minutes. Damn, I keep forgetting to tell him we need to talk about where to put his clothes. _

Penny's thoughts stopped, she was feeling fear rise in her again. She tried to calm herself _Why an I worried? I told him to bring more of his things, so he needs to bring more things over. Him staying here longer in the morning is better for him. I've got to get past this. Maybe we can talk about it some more during the trips he's thinking about for the summer. Maybe the trips will get my mind off of it. _

She finished her first cup and got anther. After sitting down, she changed thoughts and was thinking about Cheryl. She hadn't seen her since the day of her breakdown and she was worried. _I know she called in, but three days and not at work, she doesn't answer her phone and hasn't called me back. Hmmmmmm._

Penny continued to wonder and think about what could possibly be going on with Cheryl. She finished her second cup, washed the cup and then headed to her shower. Just over an hour later, she was walking out her door and down the stairs, on her way to work.

Penny had a fairly easy day. For a Friday, it was a really light lunch, but somehow, her tips were, again, higher than normal. Cheryl still hadn't come to work.

Penny was finishing up her last table when she saw Cheryl come in. She looked terrible. She looked drawn and sad, and her eyes looked red, as if she'd been crying. _ Did Jim leave her? She said he was going to try to work it out. Did he just give up? I have to talk to her._

Penny walked over to where the manager and Cheryl were talking. Cheryl was begging for Monday night off, but the manager was telling her he had no one to cover for her. Penny interrupted, "Cheryl can I talk to you for a second?"

The manager was about to say something when he saw Penny wink at him. He nodded and Penny took Cheryl to the side.

"OK, I'm not going to ask right now," said Penny with authority. "But, you be here at 3:30 Monday and talk to me, and I'll work your shift. You don't show up and I don't work. OK?"

An expression of relief flooded Cheryl's face as she nodded, "Thank you so much Penny, I can never repay you, I don't know how I can eve..."

Penny cut her off, "It's OK, Cheryl, just be here then and talk to me. We'll get it worked out."

Cheryl again thanked Penny, then she turned to go.

Penny found the manager and said, "OK, Cheryl's gonna be here Monday at 3:30, I'll talk to her then. I need to get off at three so I can eat before she gets here. Give me until five and I'll work the bar. If it gets busy before then, I'll work the floor until five, either way, busy or not, I need the bar at five, OK?

The manager thought for a second. _I have to call people in to cover for Cheryl, and it's getting harder to get someone to cover her shift. She's a great waitress and I don't want to lose her, but if she doesn't get everything settled and come back to work, I may have to fire her. If Penny can fix her problem, she could get back to work. It's worth a shot_, he nodded.

Penny smiled at him and said, "Thanks, I think I can get her straightened out."

"I'm counting on it," the manager said.

Penny got home, checked her mail and slowly climbed the stairs. She was wondering if she should start dinner, but thought she'd wait until Leonard got home, maybe he'd want to go out. She took her uniform off, and put it in the hamper ... and paused. _When did I start doing this? _ She remembered dropping her uniform on the floor the night before, but picking it up after getting up this morning.

She shook her head. She put on a pair of jeans and a T-shirt of hers, leaving Leonard's alone. She walked out to the kitchen, while walking out, she looked around and saw the apartment wasn't a mess. Again, she paused, thinking about the changes and smiled.

She looked at the clock, _hmmmm, Leonard will be home in about an hour, I'll have the wine ready. _She took a bottle out of the case and was going to put it in the freezer, and just as she opened the freezer, Leonard walked in. She looked at the clock, and turned to Leonard, "What are you doing home, you have almost an hour yet."

Leonard grimaced, "I was having trouble breathing this morning and my arms were sore. So, I finished early, called Amy to pick up Sheldon and came home."

Penny was immediately concerned, "Well, come over here, what's wrong?"

Leonard ignored her, dropped his bag and limped to the couch.

"Leonard, you're limping!" Penny exclaimed, her voice full of concern, "What happened?"

"Nothing, nothing..." Leonard fell to the couch, "Owwwwww."

Penny ran to the couch and sat down next to him, and grabbed his hand. "Sweety, tell me what happened. You were fine this morning. Did you fall? Slip? What happened?"

"I'm fine," said Leonard, but he was looking down.

"NO, you're not," Penny insisted, with an edge in her voice, "Tell me what happened."

Leonard looked sheepish, "Remember I told you who was on the tenure commit..."

Penny looked at Leonard with exasperation, "I told you not to go to the fitness center. Why didn't you listen to me?"

"I thought it would be better if she saw me getting my exercise."

Penny was looking at Leonard with sad amusement now, "OK, tell me what happened and what you hurt."

Leonard now looked completely embarrassed, "I got to the fitness center and she was on one of the machines. I talked to her for a bit, then I asked her how to start it."

Penny was shaking her head, "What do you mean start it?"

"Well, to make everything move."

Penny looked puzzled, "What everything?"

Leonard explained, "The things where you put your feet, and the arm things." He was making a motion with his arms and grimaced.

Penny put her hand and Leonard's arm, "Don't move around." She rubbed her arm. "Well, to start the machine, you usually push the start button."

"That's what she told me, but, then they didn't move."

"I know honey," Penny explained. "You have to move your arms and legs on their own, the start button starts all the electronic things that keep track of what you're doing"

"I know that now," Leonard said dejectedly.

"What happened then?"

"Well, I saw how fast she was moving," Leonard said. "So, I thought it would be impressive if I went faster. You know, have it look liked I been exercising."

Penny chuckled, "You shouldn't have. Those are for taking it slow, building up your cardio."

"Sure, sure..." Leonard said. "After about thirty-seconds, I had to use my inhaler. Then Kripke came in, made fun of me being there and got on another of the machines. It was like he'd been using it for a while."

"I found out he sent banana bread to her, and when I tried to tell her about a recipe I had for banana bread I..."

"Wait," said Penny questionably, "you told her you have a recipe for banana bread. Where is it?"

"Well, I don't have one," Leonard said, with a trace of embarrassment, "but they started moving faster and I was done. I couldn't keep up and fell off of it and laid on the floor."

Penny chuckled, but was looking at Leonard with sympathy, "Awwww, sweetie, how did you get back to you're office?"

"A couple of the weightlifters carried me to the nurse's office. I was there for about an hour."

"Why didn't you call, or have them call me?" Penny asked, sounding hurt.

"No, I was too embarrassed, said Leonard. "They told me I'd be fine if I just rested for an hour or so. So I did and then went to my office."

"Now," said Penny flatly, "you have sore arms and sore legs and you had to come home early. I told you that you should just talk to her. Now you're going to look silly."

"One more thing," Penny said seriously. "If something happens to you, you call me. Remember Leonard, were a couple, what happens to one, affects the other."

"I know," said Leonard dejectedly.

"I mean it Leonard," she leaned over and kissed him. "I love you and worry about you. So, please let me know when you're at the nurse or something. I want to help."

"OK, it's just new, you know?"

Penny nodded.

"So," Leonard said, "what am I making for dinner tonight?"

Penny giggled, "In your shape, how about reservations?"

"Sound's good to me," chuckled Leonard, with a pained expression.


	36. Chapter 36 Many Plans

**A/N Again, life got in the way, and not in a good way. Nothing to really say except for some reason I again underestimated the how many chapters (Hell, I thought when I started I would have 7-9 chapters, missed it by, that, much.) So, I may get to 40-42 chapters, but they will be long (this one is 4500+ words, a new record) but I do have an end planned. Yeah, I don't own these people, except I think I own this version of Cheryl.**

Chapter 36 Many Plans

The next morning, Penny never got her good bye kiss, but she never woke up. Leonard was used to getting up early and he wanted to let Penny sleep in, so he got out of bed and headed back to his apartment.

Penny awoke to her phone. Reaching for it, she hit answer and put it to her ear, "Hello," she mumbled sleepily.

"Hey, sleepyhead," she hear Leonard say, "it's 9:30, you wanted to get up early enough to do your laundry, so here's your wakeup call."

Penny grimanced, she'd gotten used to waking up slowly, this was a bit jarring. However, it was Leonard on the other end and she did love hearing him.

"OK, I'm getting up," she said. "You want to come over and have coffee with me?"

"Sure," said Leonard, "but in about 20 minutes, I have to get my first load out of the dryer. So, you have me for 20 minutes."

"I want more," she whined.

"I've got to get my laundry finished, pretty lady. See you in a couple."

She got up and went to the bathroom. While there she heard her door open and close. She finished and walk out to her kitchen, where she found a cup of coffee waiting for her.

She walked up to Leonard and gave him a kiss, "Thanks for the wake up and the coffee."

"Anytime, for you," as Leonard smiled. "So besides laundry, what's planned for today?"

"I don't know," Penny shrugged. "Maybe clean up around here."

Leonard looked around. There were a pair of shorts, a sock and a couple of shirts scattered around the living room and all the dishes were done. He chuckled.

"What's so funny? Penny said questionably.

"The way this place looks and you want to clean it," said Leonard.

"So? I don't get it." Penny looked lost.

"Look at it Penny."

"I don't understand," said Penny, still not understanding.

"Do you remember the night Sheldon and I straightened this place up?" Leonard asked.

Penny thought for a minute then giggled, "Oh, yeah."

"Do you remember what it looked like, compared to the way it looks now?" Leonard asked.

"Yeah, I do," Penny said. "Boy, this place was a disaster, back then. I guess I've gotten better."

"Well, you certainly have gotten a lot better since last fall," Leonard said. "It just seems this place has become neater."

Penny thought for a minute and said, "What's strange is I was just thinking about that yesterday. I put my uniform in the hamper, and the one I left on the floor the night before, I pick up and put in the hamper."

"It surprised me," said Penny, "and I was trying to remember when I started putting my clothes in the hamper. I don't know Leonard, I just feel like my outlook has changed. Like I...I think...I don't know. I can't explain it, I just feel like I have this whole different outlook or way of thinking since last weekend."

Leonard smiled. "You think that might have something to do with our discussion?"

"It probably does," said Penny thoughtfully. "I've been much happier about everything."

"Could be because we have a much better idea of where we are as a couple?"

She had that far away look in her eyes.

Finally, Leonard looked at the clock and said, "Well, my clothes should be ready, then I'm going to take a shower over at my place."

Penny nodded, "I'm going to finish this cup, load my clothes and then come back for another cup. You coming over after your shower?

"Sure," said Leonard, "we can plan something for the day. I can blow off the bit of work I have."

Penny laughed, "Oh, my rebel. OK, see you later."

Leonard walked over, gave Penny a kiss and left.

Penny sat there drinking her coffee. She finished her cup, put it near the coffeemaker and went to her room to grab her basket. She had just put her first load in when her phone rang. Looking at the caller ID, she was surprised to see it was Amy. She hit the answer button, "Hi Ames. What's up?"

"Hey Bestie," she said cheerfully, "can you help me with something this afternoon? I'll buy lunch."

"Well, I'm doing my laundry...give me a few minutes," Penny thought of Leonard. "If I don't call you back, I'll meet you at your apartment around noon, how that?"

"That sounds excellent, If I don't hear from you, see you then."

Penny hit end and thought about it. She smiled and headed out of the Laundry. Getting to 4A, she opened the door and walked in. Sheldon was watching TV.

"Why don't you ever knock anymore?" The annoyance in Sheldon's voice very apparent.

"Because this is my apartment too." Sheldon looked at her. "Now," she smiled at him.

Sheldon snorted in derision and spoke loudly, "Leonard, your other roommate is here."

"Don't worry, sweetie, I'll go to him," she walked through Living room down the hall and was getting ready to stop at Leonard's door, she was going to knock, but smiled, remembering he had just gotten a shower and just opened the door.

Leonard was facing his dresser, with nothing on, his towel in his hand, obviously just having finished drying himself. He spun around and seeing Penny, covered himself.

Penny laughed as she closed the door. "I've see it before Leonard, you don't have to cover up."

Leonard looked sheepish as he dropped his hands, "You just surprised me. When did you quit knocking?"

"When did you quit knocking on my door?" She asked sweetly, smiling.

Leonard looked surprised, "I hadn't thought about it that way."

Penny was still smiling, "Well, I figured you can come into my apartment all the time, I can come into your apartment and room. Although, I think Sheldon doesn't like me coming into the apartment without knocking."

Leonard looked thoughtful, "Hmmmmmm, maybe, I'll start knocking again"

Penny laughed, "Yeah, right. Hey, can you do something for me?"

"What do you need?" Leonard asked.

"Amy needs some help with something this afternoon," Penny explained, "and is offering to buy me lunch. I just put my clothes in. Can you put them in the dryer and pull them out when they're done?"

"Sure, when did you put them in?"

"I just did. Thanks," She walked over and kissed him. "I'll see you tonight, its your turn to cook."

Leonard looked pained, "Hey, wait a minute. Last night was my night. I called for reservations and paid for dinner last night, why do I have to cook?"

"Because you didn't cook on your night. Oh, and you got your reward," Penny said turning and opening the door.

"Well, so did you," Leonard said.

Penny turned and with a sly smile said, "Yes I did, but I had to do all the work. Remember, you couldn't move, because you didn't listen to me?" She spun and started out the door, "Thanks for taking care of my laundry," she said, her smile getting bigger.

Penny walk out of the room before Leonard could answer. She walked to the door of the apartment and said, "Bye Sheldon," and was out the door before he looked up.

Penny made it back to her apartment and took a shower. She put on jeans, a sleeveless flower print blouse and finally, a pair of coral loafers with a bow on the front of each one. They were comfortable and they went with her blouse. She added just a bit of makeup and a quick brush of her hair and she was headed down the stairs.

Twenty minutes later, Penny was parking in a guest spot at Amy apartment building. She walked up to apartment 314 and knocked on the door.

Amy answered, "Hi Penny, thanks for coming over."

"No problem Amy," said Penny, "What's up?"

"I'm looking for a proper dress," explained Amy, "I need one for a serious occasion.

"OK, Amy," said Penny, "do you know where you want to go and if you do why do you want me to come."

"First, I want you to come because of your absolutely perfect fashion sense," said Amy. "I'm counting on you to find a dress that's fashionable, yet conservative. As for where, I want to go to Forever 21, you know, where Bernadette got her dress."

Penny nodded, "Hmmmmm, I'll try, but why didn't you come over to our place, there's a Forever 21 a couple of blocks from our building."

"Oh, I didn't know that," said Amy. "I don't shop in Forever 21."

"I can help you there," said Penny. Can we go to lunch first? I didn't have breakfast."

"OK," said Amy simply.

They found a small cafe that served breakfast and lunch and they each ordered a salad. They started talking, then Amy paused and said, "So what happened the other night, when you ran out?"

Penny thought for a second. _I'll giver her the overview. I don't want to get into it in detail. Oh, what do I tell her about Bernie? Oh, I know, and it's the truth. _

Before she could start, their lunch arrived and as they started eating, Penny said to Amy, "Leonard and I had a long conversation, it went on for parts of three days.

Amy looked interested, "What type of long conversation, and was it a toothbrush in the bag Sheldon brought in."

Penny choked on her drink, "What?"

"Was it an electric toothbrush?" Amy asked. "Remember I told you to get one?"

Penny laughed as she realized she had to explain, "No Amy, it was a penis shaped vibrator."

Amy had a blank look on her face, "And how is that different from my toothbrush?

Penny shook her head, "Nothing really, except mine was shaped like a penis."

"Oh, OK," said Amy realizing what she meant. "Did you get it after I told you about the toothbrush?"

"No," Penny said with an embarrassed chuckle. "I had it before I met you. I'd rather not go into all the details. I got it right after I broke up with Leonard and it brought back some bad memories of right after I broke up with Leonard."

"Is that why you were upset?"

"Yes, that is why I was upset," said Penny. "Well, partially. Anyway ... we talked about a lot of things we never talked about before, going all the way back to when we broke up. We kinda cleared the air, so we're quite comfortable with where were at."

"Does that mean Leonard will be moving in and I get try again to move in with Sheldon?" Amy asked excitedly.

"Slow down," said Penny putting her hands up. "No, Leonard is not moving out. We are going to take moving in slowly. I'm feeling better about it, but I'm not there yet. We are going to wait until I feel ready."

Penny saw Amy face fall, so she quickly said, "I will tell you ahead of time, so you have a chance to work on Sheldon, but you can't tell Sheldon yet, OK?"

Penny saw Amy smile and smiled to herself, "Now, what are we looking for? _OK, I didn't have to tell her about Bernie._

"Well, did you hear about that professor that died?

"Yeah," said Penny. "Leonard said something about it."

"Well," said Amy "there's a memorial, on Thursday, for the professor and I'll be going with Sheldon."

Penny was puzzled, _Strange, Leonard didn't mention the memorial. I wonder why? I thought we agreed that we would talk over everything for the two of us. Doesn't he want me to go?_ A brief feeling of fear, thinking he didn't want her, flared up. _Slow down Penny, talking it over is not something that we have been doing until now. It's new to the both of us, so I'll ask him or talk to him tonight. _She said, "Did Sheldon ask you?"

"No, I told him I would go with him," explained Amy. "I want the committee to see that I will be a big help to Sheldon in getting donors to give to the school. After all, I have a lot of experience with the Prince in Saudi Arabia and in getting people to give to the university for the biology department, and I also know how the politics work."

_Hmmmmmmm, _thought Penny. _There's something else I need to tell Leonard about. _Out loud she said, "OK, let's go find you a dress." Her mind continued to work. _Maybe I should find a dress too_.

They had been walking around Forever 21 in the Glendale Galleria for half an hour. Penny wanted to help Amy, but she wondered how helping Amy, to help Sheldon, could affect Leonard negatively. She felt uncomfortable being stuck between the two, but she felt her loyalty was to Leonard. She found several floral print dresses and gave them to Amy to try on.

While she was waiting, she was looking at some other dresses. She found one and was holding it, hoping to try it on when Amy tried her other dress on.

Amy came out, in her dress and Penny was pleased with how it looked on Amy. Amy was happy with it, but Penny insisted that Amy try on the other dress.

With Amy in one of the other dressing room, Penny went into another and tried on the dress. She knew she looked great in it and with the special bra she had from Victoria's Secret, she knew she would look amazing in this dress. She changed out of it, put her clothes back on, and was waiting for Amy, so they could both check out.

Leonard slowly walked up the last flight of stairs. He had finally finished his and Penny's laundry and was carrying two baskets. _These stairs were a killer today. My legs are so sore, I should have listened to Penny._

He walked into his apartment, to his room and put both baskets on his bed. He was getting ready start putting his clothes away, when it occurred to him that maybe he should take all of these over to ... he paused.

_I was thinking our apartment, but it's not quite that yet, is it? Penny has seemed to be fine with it. She hasn't shown any problem with it the last couple of days, we've been together. I guess she's getting used to the idea and it's moving along nicely. _

He grabbed both baskets and took them across the hall, thinking he was putting 'their' clothes away.

Leonard got the chicken out, turned on the oven. He coated the chicken, put it on the pan just as Penny came through the door, with what looked like a new dress. She went into her...our bedroom and came out a moment later.

"So what did you and Amy do today," said Leonard as he was sliding the chicken into the oven and then pour Penny a glass of wine.

Penny looked at him and said, "Give me a second."

Leonard looked at her, puzzled, but said, "Sure, you want to help me?"

"Do what," said Penny.

"Well, can you get the beans ready?" Leonard asked. He was pouring the sauce into the pot. "You know, rinse them off, take the ends off and put them in water until we steam them? He put the pot on the stove. Penny smiled and said, "Sure." She got the beans out, rinsed them and was now snapping off the ends and putting them into a collander.

"Do anything interesting today?"

"Oh, not really," said Penny. "I was out shopping with Amy. She wanted me to help her find something for this memorial thing"

"Wait," said Leonard defensively. "Sheldon's going to be there? We all promised we weren't going to go."

"Oh, what a jerk," said Penny.

"I know," said Leonard. "I was hoping to go without anyone finding out."

"Well, since Amy's going, do you want me there? You know, to support you?

"Oh, that's nice," said Leonard dismissively, "but it's just gonna be a room full of boring old men and I'm not sure how much help you'd be."

"Okay. I'm just gonna tie my shoe while you think about that," said Penny with a smirk. Penny got up, and facing the living room bent over, acting like she was tying her shoe, with her butt sticking up in the air.

Leonard's face was a study in desire as he looked at Penny butt, "Oh, yeah. No. Thanks, that would be great help." Leonard was now smirking. "You realize you might kill some of them."

"Oh, then you all can get tenure," Penny said. Leonard had a bemused expression on his face. Looking at it, Penny smiled, but then turned serious. "Leonard, why didn't you tell me about the memorial?"

Leonard turned to start the noodles and beans, thinking. "I don't know. I just didn't think about it. It was something that dealt with my work, and ..." his voice trailed off.

"Yeah, work, remember?" Penny asked. "Were supposed to talk about it now."

"Yeah, I remember," said Leonard with an embarrassed look. "I'm sorry, I'm still getting used to that. I'm still not quite used to you being willing to talk things over, OK?"

"Yeah, OK, I get that," Penny said with resignation. "I want you to know I had this brief moment thinking you didn't want me anymore."

Leonard looked surprised, "Are you still insecure?"

"Yes, Leonard, more so now than ever," Penny said with emphasis. "You mean so much more to me than any of the other guys, but, I worked through it. I thought it was just new to you, and that's what it turned out to be. But, we have to work at it. I'm trying. The first thing I thought of, when Amy told me, was how could I help you."

Leonard smiled, "That's always the first thing I think of when you need help. I don't worry about myself, but you."

Penny looked down, hiding a shy smile, nodding her head, "Yeah, I get that now...not you thinking that way, I've known that for a while, but that's how I've started thinking. I guess you rubbed off on me."

"OK," Leonard said. "What do you think you can do for me"

"How about we wait until after dinner for that?"

"Why?"

"Just wait," said Penny patiently. "It plays into something you said"

"OK," said Leonard. "I'll finish dinner, you go sit down"

Penny grabbed her glass and went to the couch. She turned and asked Leonard, "Did you get the clothes done?

"Yes, I did," said Leonard. "All yours are put away. Penny?

"Yes?"

"I brought over all the clothes, of mine, that I washed," said Leonard, slightly embarrassed. "You said bring more, but I'm not sure where I can put them."

Again, Penny froze for a second. She took a drink of her wine. Forcing an answer, to calm her fear, she said, "That's good sweetie, we'll find a place for them."

Leonard noted the tone of her voice, "You OK?"

"Yeah, fine."

Leonard look puzzled, but didn't press it. "OoooKay...anyway, let me finish getting dinner done and set the table." He turned back to the stove.

Penny was sitting on the couch, thinking about what just happened. _ I'm not ready...I think I am, but that fear is still pops up. For now, I'll just keep working on it. For now I can control it a little bit. If it gets too bad, I'll tell him, explain to him, he'll understand. _

All the food was ready and Leonard had it on the table and called for Penny. While they ate, Penny explained what Amy had said about helping Sheldon. She paused, then said sadly, "Leonard, you know I can't help you like that."

"I know," he said with a sad smile, "but the board doesn't usually remember anything about significant others, unless there's something special about them or they do something that is memorable." Penny smiled at this, but remained quiet.

They had finished and took the dishes to the sink. Leonard had started washing them when Penny said, "Be right back," as she walked to her bedroom.

From the bedroom she asked Leonard, "What do you think I should wear to the memorial?"

"Oh," said Leonard. "Probably something dark. It is a memorial after all."

"OK, anything special besides being dark?"

"No," he said, "that should cover it, unless you're planning on wearing and ultra-short skirt or dress.

"OK, how about this?"

Leonard had one of the water glasses in his hand. He turned to see Penny in a short black dress, the hem about five inches above her knees, with thin straps, holding her breasts up. They look much larger than normal and Leonard wasn't sure how those thin straps were holding them up and in. There was a crash as the glass slipped from his hand, but he just kept staring at Penny.

Penny just smiled as she said, "I will look better once I get my hair right and my makeup on.

Leonard just continued staring, his mouth open.

"Shut your mouth sweetie," Penny giggled.

"Holy shit," exclaimed Leonard. "Where the hell did you get that?"

"Well," said Penny. "When Amy was looking for a dress today, I found this one. Whatdaya think?"

"W-w-well," stammered Leonard, "I'm just...just...just WOW."

"So, you think this will be memorable?" Penny said, as she spun.

"Hell, I know I'll never forget it," said Leonard. "I really was just kidding when I said you may kill some of those old men. Now, you really might."

Penny walked toward the couch, "Come here."

Leonard pointed to the glass and said, "Let me clean this up."

Penny said, "We'll get it later, come here."

Leonard shrugged and went to the couch.

"OK," Penny said seriously. "Really Leonard, is this going to help? I don't want to do something that can hurt you."

"No," he said thoughtfully, "they will certainly remember that outfit, and if you hang around with me, they'll remember me."

Penny smiled. "Good thing I got this then."

"Although," said Leonard, thinking about the dress and the memorial, "we might want to put a coat over you until the reception, after the memorial." The reception is a bit more...relaxed.

"That shouldn't be a probelm," said Penny. "I have a long coat, it will hide my outfit pretty good."

"OK," said Leonard. "We'll just show up, and if Raj or Amy and Sheldon show up, we'll surprise them. I won't say anything. Ahhhhh, Penny? How are your breasts staying like that? I don't remember them looking anything like that."

Penny giggled. "I have a special bra on. It's designed to push them up and together. It makes them look about a cup size or two bigger."

Leonard's eyes were still wide. "Well, it certainly looks like they are to me."

Penny laughed. "OK, I'm going back to my other clothes, you can finish the dishes and I'll clean up the glass."

"Penny," said Leonard seriously. "We'll talk about this some more this week. What time, what's going to be going on, who's going to be there, all of it. So you don't feel uncomfortable."

Penny smiled, "Thank you Leonard." I want to be understand what will be going on. I just want to help you get what you deserve. If I can, I will."

Leonard nodded and headed for the kitchen, Penny headed for the bedroom.

Leonard finished the dishes and Penny, after changing, cleaned up the glass. The rest of their night was quiet, and after the news, they went to bed.

The next day, they both slept in, awaking around 9:30. Leonard suggested Marston's for brunch again, and Penny agreed. After brunch, they returned to the apartment. Penny wanted to clean hers and Leonard had some work to do.

The English group had made some changes to their experiment, incorporating Leonard's recommendations, but, now they had some additional questions.

It took much longer today, the questions were more detailed and there were also some questions about how to possibly make the experiment even smaller. After answering, Leonard mailed it off, looked again, and found Hawking was still on the list to receive the E-mail.

After finishing, Leonard texted Penny.

**Hey, Chinese tonight?**

He waited for fifteen minutes, but there still wasn't an answer from Penny. He got up, went across the hall and was getting ready to knock when he remembered the previous day, so he walked right in.

Penny had her back to him, earplugs in, vacuuming. Leonard smiled. _No wonder she didn't answer me. _Walked up behind her and was going to grab her waist, then thought about it, she might start swinging. So, instead he yelled, "PENNY."

She spun around, with a surprised look on her face. She smiled, turned the vacuum off, and removed her earplugs, "What's up?"

Leonard shook his head, "I sent you a text and didn't get an answer."

"About what?"

"Do you want me to run and get some Chinese food for dinner?" Leonard asked.

"That sounds good," said Penny enthusiastically. "I'll finish this while you go get it, OK?"

"Sure."

Forty-five minutes later they were sitting on the couch, talking with the TV on.

Leonard said, "What days are you working this week, you didn't give me your schedule."

Penny remembered Cheryl, "Oh, tomorrow, I have the early shift, but, remember what I told you about Cheryl?"

"Yeah," said Leonard. "I haven't heard anything since. How are her and Jim doing?"

"That's just it, I don't know," said Penny, concern in her voice. "I've been calling all week, and she's never returned my calls. She also hasn't worked since that first day she told me. I finally saw her on Friday, she was begging to be off tomorrow night."

"The manager wasn't going to give it too her, but I told him I'd talk to her and then take her shift. I told her that I would take her shift if she comes in and talks to me, otherwise, she had to work. So, I may be working a double tomorrow."

Leonard looked thoughtful, "Well, I'll miss you, but Cheryl probably needs you more than I do tomorrow, so take care of her."

Penny smiled, it was so typical of Leonard, "Thanks."

"How about the rest of the week?"

"Well, Tuesday, Wednesday are lunch shifts, Thursday and Friday are dinner shifts," explained Penny. "I'm going to try to get Cheryl to work for me on Thursday night, for the memorial, but if she can't or won't, I'll just tell the manager I have to have off."

"OK, just want to know when I get to see you," Leonard said with a smile.

"Well," Penny said thoughtfully, "at least I've been there long enough that I get weekends off and I get the busier nights during the week."

"Yeah," Leonard got up, "You finished?"

"Yeah, here," as she handed him her container.

They watched some TV, and each read some, and after the news, got ready for bed. While brushing their teeth, they looked at each other and both realized there would be a delay in getting to sleep.

Their lips crashed together as soon as they finished brushing their teeth. They fell on top of the comforter and it was forty minutes later, before they finally got under the sheets and comforter. Fifteen minutes laster, spooning, they fell asleep.


	37. Chapter 37 Relationship Issues

**A/N I'm not even going to try to explain why this took so long. If you really are desperate to know, PM me. This chapter ties up a loose end or two and pushes the story forward a bit, but it is needed. A special shout out to Terrible Waitress for some insight into the female mind. Not that it made any sense to me, as I'm a guy. But, I parroted it back enough to make sense in the chapter. As always, I don't own any of the characters, except Bruce. Terrible Waitress owns Kim. I think that covers it. **

Chapter 37 Relationship Issues

Penny slowly woke up, and was surprised she didn't hear the shower. She groggily grabbed her phone and looked, and saw it was 7:15 AM. This was a shock to her, as she usually heard Leonard in the shower, but she must have missed it this morning.

She rolled over and went back to sleep, knowing he would wake her before he left. What seemed only ten minutes later, she woke and it was 8:30. Somehow, she had missed Leonard completely this morning. Did he try to wake her up and failed?

She walked out to the kitchen and found the coffee on, so Leonard must have turned it on earlier, but, there wasn't even a note. She knew she had to hurry, as she was she had to be in at ten, so she walked back into her bathroom to get her shower.

A half hour later, dressed only in her shorts and a T-shirt, she was out in the kitchen, pouring her coffee. She decided to send a text to Leonard to see what happened.

**did u miss kissing me goodbye this morning xoxo**

Penny put a muffin in the toaster, moving over to pour a glass of orange juice. She heard her the tone, indicating she had a message.

**Sry woke up late, never got a chance to come back, Sheldon was being Sheldon.**

The muffin popped up and she buttered it, took a bite and answered.

**OK, have a good day. ILY**

She was just taking another bite when she saw his message:

**Love u 2 Sry I didn't get to kiss u xxxx**

She finished eating the muffin, drank her juice and poured what was left of her coffee into her travel mug, then she added some from the pot to fill the mug and rinsed out the pot. She went to the bedroom and put on her uniform, put up her hair and put on her makeup. She grabbed her mug and headed out, only running ten minutes late.

It was a busy lunch and before Penny knew it, she had looked up to see it was 2:30. She walked over to her manager and reminded him that she was supposed to get off at three. Penny turned over a new table over to Kim and ordered a salad so she'd be ready to eat at 3:00.

She checked out, grabbed her salad, poured a glass of unsweetened tea and found a table and started eating. _What is the problem with Cheryl? She looked so upset and was so grateful I would work for her. What is going on? I really hope I can help her. _

Penny was almost finished when she saw Cheryl walk through the front door, followed by Jim. Penny was surprised. _What is he doing here?_ She watch as Cheryl waved at her and stopped and talked to the manager. She saw Jim walk directly to the bar and say something to the bartender.

Penny waited for Cheryl to come over, taking a sip of her tea. After a few minutes, Cheryl came over and sat down across from Penny. Penny looked closely at Cheryl. While her eyes weren't red, as they were the last time Penny saw her, her face held a deep sadness.

Cheryl looked uncomfortable under Penny's gaze. Penny noticed and smiled at her, which Cheryl returned weakly. Penny reached out and held Cheryl's hands, Cheryl looked down. Penny said, "What's is happening, Cheryl?"

Cheryl tried to smile, but she couldn't hold it. "Penny, I don't know what to do. Jim said he would forgive me, but he won't let me out of the apartment without him. He keeps my phone, he...he...he just looks and talks like he's angry with me all the time."

She looked scared, and Penny tried calm her, "Tell me what is happening. I talked to you on Friday and you didn't come to work for about three days before that. Is Jim forcing you to stay in the apartment?"

"No," said Cheryl, "it's just every time I leave, he goes with me."

"Hold on," said Penny. "You were here the day after your night out. You talked to him then and he said he was willing to forgive you, but you had to understand it was going to take a while. What changed?"

"He came to get me that night," explained Cheryl, "and he saw me being playful with the customers, the way we do, you know..."

Penny could see where this was going, but she nodded for Cheryl to continue.

"Well, I guess him seeing that happen made him think that if I was flirting with the group of guys at the table, I must have been flirting with the guy the night before," she said sadly. "Which he though meant I wanted to end up in the car with that guy."

Cheryl stopped. Penny was thinking. _I understand the innocent flirting and being playful, the way we do, we get more tips that way. Though I can see why Jim would be pissed after seeing her do that, after Cheryl told him. Hmmmmmm._

Penny spoke up, "So why didn't you come into work? Why do you need so many days off"

"He didn't want me to come to work," Cheryl said. "He kept saying that I was just going to flirt and find someone else. He would apologize later, then he would get mad again, then apologize."

Penny was concerned. "He didn't hit you, did he."

"No, no, no," Cheryl said quickly. "Nothing like that. Jim would never do that."

"OK," said Penny, "So, you've been taking off because he didn't want you to be flirting with customers. What does he expect you to do and why are you letting him do that?"

"I don't know Penny," Cheryl said sadly. "He's working on it, I know he is. Because the first two days we were together all the time and, we talked about it. The problem was, the more we talked, I know he was getting angrier, but he kept trying to hide it."

"Why," Penny asked?

"I'm not sure," said Cheryl, "but, I think it's because he knows I have to come back to work, and if he doesn't get over this fast, he won't be able to think about me at work, without thinking I'll be flirting with someone or think I'll be fooling around on him."

"I told him that tonight is it. I either come back to work tomorrow, or I just know I'll get fired. But, when I told him, he just shut down. Didn't say a thing. Just kept telling me not to worry about it."

"Penny, I know it's killing him," Cheryl continued. "I can see it on his face. He's a lot more relaxed when I get another day off. I've destroyed our relationship Penny. He says there's no problem, but I know he can't let it go, just from the way he acts, and I keep replaying it in my mind, keep beating myself up over it."

Penny was floored. How much it sounded like her feelings with what happened with Raj. It was only within the past week that she was able to start to forgive herself, and Leonard held his feelings in until he blew up at her.

_Hmmmmmm, maybe I can get through to both of them, but, I'll need to talk to both of them, together._

"Cheryl," Penny said. "does Jim know how much I know about it?"

"Yes, I told him how much you calmed me down that day."

"OK, do you think you can bring him over?" Penny continued, "Do you think he'll come over and listen to me?"

There was a look of uncertainty in Cheryl's face, "I don't know. I just don't know how he'll react anymore."

"Go ask him. I'll wait," said Penny.

Cheryl got up and went to the bar, Penny was thinking. _ OK, I hope he comes over. He's got to get it out. If he's angry, hurt, whatever it is, he's got to get it out, let her know how it's affecting him. She has to tell him how it's affecting her. How do I do this? _

Penny watched as Cheryl and Jim talked, Jim looked upset, but he finally got off of the stool and walked back to the table with Cheryl. They sat facing Penny.

"Cheryl says you want to talk to me about this whole thing," said Jim.

"Yeah, I think I can help you two work things out."

"How," said Jim, "are you going to do that?"

Penny looked at Jim for several seconds. Jim held her gaze, but finally dropped his eyes. Penny said, "Jim, what are your feeling? Are you pissed off at her? Are you sad about it? Don't trust her? What?"

Jim stared at Penny, "I'm not sure I want to tell you."

"You have to Jim," explained Penny. "You need to get it out. If you bottle it up, you won't get over it."

"You seem to be the big expert and know this, how?" Penny could hear the sarcasm in that statement.

Penny paused. _How much should I tell them? Screw it, I'll tell them everything, they need to know._

"You know Raj?" said Penny. "The Indian guy that come in here with everyone."

Cheryl nodded, Jim just shrugged.

"Well, almost two years ago, now," explained Penny. "I got drunk and ended up in bed with him, for the night."

Cheryl gasped. "What? Does Leonard know?"

"Yes," said Penny sadly, "he does, but, he was dating Raj's sister at the time. We were not together, so the situation isn't quite the same..."

Jim spoke up, "That's why I asked you, how do you know I need to get it out?"

Penny glared at Jim, "Because Leonard and I finally talked about it the other day. He was extremely pissed, after two years, even though we weren't dating and he was with Raj's sister. We almost didn't make it through that part of our talk.

"What talk," said Cheryl.

"You know me, I don't talk, right?"

Cheryl nodded.

Well, Leonard and I talked for three days and remember when I was in here with Bernie the other day?" Cheryl nodded. "I did most of the talking, Bernie was leading me along.

Cheryl was stunned, but Jim simply said, "What's that got to do with us?"

Cheryl looked at him and said, "Jim, you don't understand, Penny doesn't talk with anyone. For her to talk that much something has to be going on."

"What was going on," Penny explained, "was that something upset me and it ended up that Leonard and I talked about our relationship going all the way back to when we broke up."

Cheryl looked at Penny. "Broke up? You two dated before? "Yeah," said Penny with a slight sad smile. "We dated for nine months over four years ago. I couldn't say I loved him and I didn't want to string him along, so I broke it off. One of the biggest mistakes of my life. That's why I was talking to Bernadette, she was helping me work through my misconceptions of love and understand my feelings.

Cheryl looked astonished,"You mean you just this week figured out your feelings for Leonard?"

"No, I figured out what my feelings for Leonard meant." Penny looked thoughtful, "So anyway, when I ended up in bed with Raj, it hurt Leonard. Even though he was dating someone else, I found he still had feelings for me and having that happen was an emotional dagger into his heart."

"But," she said, looking directly at Jim, "he never worked through it. He said he forgave me and said it was fine with him, because he was dating someone else and I was single. Then, we started dating and he didn't want to bring it up for fear that it would mess things up with us."

She spoke directly to Jim, "So, you see, it was hidden and when it came up during the talk, he exploded. Not that I can blame him. I really screwed that up and it was really bothering him but because we didn't work through it before, when it finally did come up, it caused a lot of trouble."

"That's why I'm telling you, you have to work through this. Otherwise, it will keep coming up in your mind, and you will never be able to forgive Cheryl or, if you finally bring it up, it could destroy you two."

Jim's face had gone from blank to thoughtful.

Penny pressed on. "So you said you could work though it, but you seem not to want to let her out of the apartment. Why?"

Jim was still quiet.

"See, this is what I'm talking about," Penny snapped. "Talk to us Jim."

"I don't trust her," Jim said defensively. "Is she going to run off and find someone else to jump into a backseat, or next time, will she just go home with the guy? The day she told me, I come in here and see her flirting with some guy at a table. I kept trying to talk to her about it, but I just got madder and madder at her. So I just shut up, so I didn't just scream at her. I just so frustrated by the whole thing."

Penny looked over and saw Cheryl's face was a study in sorrow, tears dripping down her cheeks.

Penny became very serious. "Jim, listen to me. I'm not going to tell you what she did isn't wrong, it is. She has to own up to that, has she?"

"Yes," Jim admitted. "She keeps telling me how wrong of her it was. She's said she was drinking but she says that doesn't excuse her."

"And, she told you right away, right?"

"Well, yeah."

"Jim, this is important," Penny said seriously. "She stopped. In the middle of groping around, rubbing each other and taking their clothes off, she stopped."

There was a flash of anger on Jim's face, "Well, she shouldn't have been there in the first place."

Penny didn't care if Jim got angry, she had to get through to him and if it took getting him mad, so what. "Did I say she should have been? I'm trying to get you to see that she stopped, she didn't go through with it."

"She shouldn't have been drunk," Jim insisted.

"Jim, we both agree with that," Penny said, "but, have you ever gone out, gotten drunk and then started looking at other women?"

"Yeah," he said defensively, "what's your point."

"I'm an expert on this, believe me. When I was younger, I would get drunk, and I could end up in bed with anyone. Hell, I ended up in bed with Raj." Penny didn't think the specifics needed to be told. "My point was that many girls who are drunk, don't stop. Mostly I haven't. Cheryl thought about you, and STOPPED, think about that."

Jim was silent.

Penny continued, "It's not easy. It can start and you can get carried away, even if you're not drunk. Just before you get to the actual sex, there is a moment where you know you're taking it to the next level, but if you've been drinking, that moment can rush right by without you even thinking about it. She thought about it and stopped, before it even got to the actual sex part."

"On top of that," Penny continued, "she came right to you and told you. She didn't hide it, she didn't lie about it to you, she came to you and told you. Have you ever been cheated on and then have been lied to about it?"

Jim was still silent, but Penny could see the flash of pain across his face.

"I see you have. This woman told you about it. She's been crushed by it. She was in here the other night telling me how worthless she felt, how she didn't deserve you, how bad she felt. Then, on top of that...she told me you said because she told you right away and didn't have sex that you were willing to work with her, is that true?"

"Yes."

"OK, you're angry, and I get that," Penny said sympathetically, "but, not letting her come to work? Not letting her leave the apartment without going with her? That's not working with her, is it? If you can't do this, tell her now and let her go." A large sob escaped from Cheryl.

"No, I can't do that," Jim said sadly. "I still love her."

"OK, then loosen up a bit. Yeah, you're mad. You're going be mad and upset for a while. We both understand that. Yeah, let it out, but you can't keep beating her up about this, if you want to get past it."

"Well, yeah, but it's hard."

"Of course it's hard," said Penny. "She broke your trust, but, if you keep her under your thumb, she'll resent it, and you'll never be able to trust her without controlling her. So, talk to her. If you get mad, come and talk to me, but, you two start talking, work out a plan, OK?"

Cheryl and Jim looked at each other. Then back at Penny. Jim looked at her, "Well, you seem to have all the answers, what should we do?"

Penny thought for a few minutes, "OK were going to try this. Jim, you have to let her come to work. That's absolutely necessary. Second, you two talk to each other. Jim, if you get angry, let it out, but don't direct it at Cheryl. She's trying and continuing to lay the blame on her isn't going to help. She already knows she screwed up. If you have to, call me. I'll talk you though it and if there's something you want to tell her, but feel you can't, let me know. We'll all get together."

Penny turned toward Cheryl. "Now, you be where you say you're going to be, at all times. You tell Jim when you'll be home, and if you can't be there on time, you call him. If he wants to verify where you are, you let him, but Jim, you can't do it all the time, or you're just going to piss her off and you'll never get the trust back."

She turned back to Jim. "Jim, you have to realize that a lot of this is on you. I know it's not fair, but that's the way it is." Jim showed a flash of anger, but relaxed. "You have to forgive her, you have to get over your anger, and you have to learn to trust her again. Cheryl, your job in this whole thing is to make Jim's job easier. If he's angry, listen, try to understand and trust is hard to get back, you have to work at it."

Penny was trying to think of something else, when Leonard's offer popped into her head. "Another thing is to seek counseling if you still want to work it out, but are having trouble doing it. There are people who do that for a living, if you need to, find them."

Both Jim and Cheryl looked sad and unsure.

"One final thing. If it comes down to it, and either of you feel like it's not gonna work, talk about it and if you have to, split before you get too angry at each other. If it's not going to work, split, and remember the good times, possibly remain friends."

Penny looked at both of them. They turned and looked at each other, turned back and nodded at Penny. Penny smiled. "OK, then, I've got your shift. Why don't you two go home and start working out your plan?"

They all got up, Penny hugged Cheryl who whispered "Thank you." Jim looked at Penny awkwardly, so she walked to him, hugged him, and said, "Jim, you know you still love her." He nodded, as Penny continued, "Just know she loves you and really regrets what happened, you can do this." She broke the hug and saw Jim smile slightly and nod again.

They both walked toward the door, but Cheryl stopped and said something to the manager, before walking out of the restaurant. That manager walked over to Penny and said, "What did you say to them? She said she'd be back tomorrow night."

Penny smiled and said, "That's between us. Just be happy that she'll be here. I've got to get ready for the bar. We'll talk tonight, but I won't get specific, OK?"

Penny walked toward the back, to get ready for the night shift at the bar, the manager watching her. A thought forming in his head.

...

Penny slowly climbed the stairs, thinking she should have stuck with working the tables tonight. It was a Monday and the bar was usually quiet, but a group of some businessmen had come in and stayed until after closing. They were hitting on her and she fended them off with jokes. After they left, she still had to finish the prep for the next day. As a result, it was late, she was tired and her feet hurt as she climbed the stairs to the apartment.

She smiled as she recalled talking with the manager, telling him that there was a problem and they were trying to work through it and that she had given them some ideas. He seemed very thoughtful and said he was glad that Penny could help them.

Penny unlocked the door, and upon entering, saw the light over the stove on again. As, she walked to the kitchen, there again, was a bottle of wine, and a glass. There was no note tonight, but she didn't need one after the other night, she expected him to be there.

She walked to the bedroom and looked in, and there was Leonard, asleep on his back. She smiled at him, then frowned, her fear had started again. _Dammit, not again, why does this hit me at night? This last week has been great, I don't know what the hell is wrong with me. _

Penny walked quickly to the kitchen and angrily pulled the cork from the bottle Leonard had opened earlier, and poured a glass. Penny took a large drink of the wine. Sitting down, she was trying figure out why the scared feeling was familiar, and it was growing.

It wasn't the same as the night last week, but more intense and Penny couldn't quite place where it was coming from. She took another gulp, trying to calm down. _ Last week, I went to bed, and that calmed me down. That's what I need to do _

She set her glass down and headed toward the bedroom. Turning into the room, she felt her fear was getting worse, and she still didn't know where it was coming from. Just inside the door, she stopped. On the nightstand next to Leonard, she could see some of the medications he had brought over.

That brought her to near panic and she turned and walked quickly back to the kitchen island and sat on the chair. Her hands were shaking. She took several deep breaths, which stopped the shaking. She downed the last of the wine in the glass and poured another glass.

She suddenly realized where the fear was coming from as it clicked in her memory. The day Leonard moved in, when he fought with Sheldon. She was very uncomfortable with Leonard moving in, but didn't want to hurt his feelings. She felt the same way she felt then and then the mention of moving his medications over just made it worse.

_This is silly. I asked HIM, this time._ _ That day should have nothing to do with this._ She took another large drink of the wine, grabbed the bottle and took it to the couch, sat down and began thinking. _I thought I was over this, why am I so scared? _ _So just what is the problem? _She had to admit that thought scared her even more.

Then another thought hit her. _ Cheryl! Oh my god. What happens if I screw up, after he moves in and he leaves me? _ The thought of that sent a jolt of fear though her. _No, I would never do anything like that...but neither would Cheryl and look what happened._

She now had two competing fears, him moving in, and him leaving. She took another large drink of the wine. _Dammit Penny, get control of yourself. He won't leave you, but, what if I mess it up? _

She spent the next hour, trying to understand and control both fears. _Hell, he hasn't fully moved in here, what happens when he does, do I freak completely out? If I freak out, I know I'll drive him away. I've messed us up so many times before and what happens if we move in and then I mess up? _ As the hour went on, she was no closer to understanding, as she finished her third glass of wine. _Damn, I'm tired, I've got to get to bed, I can't be afraid to go into my bedroom...our... dammit...our...bedroom...as she realized what she said. _ She was still sitting there, trying to figure it out, when she fell asleep.

Leonard woke up and realized Penny wasn't in bed yet. He looked at his phone as saw it was 3:00 AM. That shocked him awake, and he became worried. He got up and walked out into the living room and spotted Penny, sitting there with her head on the back of the couch.

He sat down beside her and gently woke her. "I'm sorry, Leonard, I didn't mean it, don't leave." Penny said.

Whaa?" He shook her gently. "Wake up Penny, you fell asleep on the couch," Leonard answered, "let's get you to bed."

"I don't know if you can stay here." Penny mumbled.

Leonard wasn't quite sure he heard her correctly, but helped her into the bedroom and sat her on the bed. He then helped her get her clothes off and got her under the covers. He walked around to the other side of the bed, got in, and pulled Penny close. He hear her mumble something, but didn't see her smile as she fell back asleep.

Penny woke up with a start. It was just before eight and she heard the apartment door close, and Leonard appeared in the doorway. "What are you doing awake?"

"I don't know," said Penny, "I just woke up."

Why'd you fall asleep on the couch?" Leonard asked, "I brought you to bed at three, why didn't you just come to bed?"

"I don't know," Penny said evasively. "I was just sitting out there and the next thing I knew, you were waking me up."

"You said something about not leaving and then something about how I could stay here. What was that about?"

"I must have been dreaming," said Penny, remembering exactly what she said and meant.

"OK, well, just come to bed next time. No reason to fall asleep out there."

Penny just nodded.

Leonard leaned over and kissed her, afterward saying, "Have a good day at work, love you."

Love you too," answered Penny.

Leonard turned and left.

Penny got up, and walked to, first the bathroom and then, when done, to the kitchen. She poured herself a cup of coffee and sat at the island, trying to think this through, but her thoughts were jumbled and coming quickly.

_What the hell happened with me last night? What happens if I freak out like that in front of Leonard. Why is this hitting me so hard? I've got to figure this out. _

A thought suddenly occurred to her and she became very sad. _What if I'm not ready, what if I'm never ready? _ Then something else occurred to her, _This thing with Jim and Cheryl. That has to be part of it. I told Leonard that most of my examples were bad, and these two were one of my good examples, and now they may split. _

The longer she thought of this, the more she convinced herself that this was it. _Of course, I spent so much time explaining everything to them, it's stuck in my mind, and now I'm thinking that it will happen to us, and that makes me scared of getting together._

She downed the last of her second cup coffee and rinsed out her cup and poured the rest into her travel mug, before rinsing out the pot. She got her shower, put her makeup on, and then got dressed. She grabbed her mug and headed out the door to work.

It wasn't a very busy day, and Bruce kept calling her over to help with the cash, and receipts. At first she was puzzled by this, but since the assistant manager was out, she figured Bruce needed some help. It helped keep her mind off of her problem with Leonard staying with her.

She was getting ready to go, when she saw Cheryl come in. Penny looked at her, and saw, while she didn't have her normal happy smile, she didn't look depressed as she did the day before. Penny was also happy that her eyes weren't red from crying. Cheryl looked over as she walked toward the back to clock in and she waved and smiled at Penny.

Penny finished up her side work, then walked over to Bruce, "Bruce? Can I talk to Cheryl for a couple of minutes before she starts?"

Bruce had seen Cheryl come in and was happy she was there and knew it was because of Penny, so he simply nodded.

Penny waited until Cheryl came out from the back, grabbed her and guided her to a booth. "OK, Cheryl, how's it going?"

Cheryl gave a slight smile and said, "Better. Jim got angry last night, but he told me, then walked into the other room. Thirty minutes later he came out, told me he was past it and we talked. Getting ready to come in, he was looking at me getting ready and I thought he was going to get mad, but he didn't. He just told me to have a good night, and he was working on it. Then, he told me he loved me. Penny, that's the first time he's said that since that morning. Thank you so much."

"Don't thank me yet, you two have a long way to go yet."

"I know, but it was so wonderful to hear him say I love you, so thank you."

Penny smiled and said, "You welcome. You have a good night."

Cheryl smiled and got up to go to work. After a few seconds, Penny smiled and got up to go home. As she was leaving, Bruce pulled her off to the side and said simply, "Thank you." She nodded and continued out the door.

She got home, and changed out of her uniform, into a pair of jeans and a long sleeved shirt. Opened a bottle of wine and sat down on the couch and continued thinking about her fears. Just over an hour later Leonard came in.

Walking over to the kitchen he stopped to give Penny a kiss and looking at her face he sensed something wrong, but all he said was, "How was your day?" He opened the cupboard, and after taking down a glass, poured himself a glass of wine.

He walked over to the couch and sat down. Penny could tell he was thinking about something, there was the look of concentration on his face, so she ignored his question and said, "What are you thinking about?

Leonard looked at Penny and said, "We need to talk."


End file.
